EXPLOITATION
     The holding of an Exposition having been favored by many citizens of
Omaha, officially sanctioned by the Trans-Mississippi Congress, and having been
duly organized as a Corporation under the laws of Nebraska, it now became
important to proceed in all earnestness and steadfastness to promote the
purposes of the organization to the end that the object sought should be
fulfilled to a most thorough and satisfactory conclusion.  The Board of
Directors addressed their best thought and effort to this end. 

     At the first meeting of the Board of Directors Mr. E.H. Odell representing
the manufacturers and merchants club of Council Bluffs, Ia., addressed the
Directors, assuring them of the strong interest felt in the proposed enterprise
by the people of that City, and particularly by the members of the business
association which he represented.  He presented an invitation to the Directors
to attend a Banquet, in honor of the project, to be given by the Manufacturers 
and Merchants Club, at the Grand Hotel, Council Bluffs, Wednesday, January
22nd, at 8 o'clock P.M.  The invitation was accepted, and at this dinner, the 
object, aims and purposes of the Corporation were discussed fully. 

     Very neighborly feelings and sentiments were expressed and by a resolution
passed unanimously, the following named gentlemen were appointed a Committee,
representing Council Bluffs, to act in conjunction with the Board of Directors,
and aid  the enterprise in all ways possible.  Committee:  Mr. A.A. Hazleton,
chairman, and Messrs. Thomas Bowman, Geo. F. Wright, J.J. Steadman, W.H.M.
Pusey, M.F. Rohrer, W.W. Loomis, Thomas C. Dawson, William Moore, E.W. Hart,
and Victor E. Bender.  The Iowa Legislature being then in session and being one
of the few western states whose Legislature would hold sessions that year, it
was particularly desired that Iowa should early recognize the Exposition and
provide for a state representation.  The Secretary,  by  invitation, met with
the Council Bluffs Committee, including state senator Pusey of Iowa, in Council
Bluffs on the evening of January 25th and went over with them the aims and
purposes of the Exposition and best manner of presenting the subject to the
Iowa Legislature to secure their commendation and early action.  On January
27th the Council Bluffs Committee dines with the Board of Directors at
Commercial Club Rooms and a joint Committee was selected to go to Des Moines,
Ia., to interest the Legislature and the Newspapers in the project and exploit
it as fully as possible.  This Committee consisting of President G.W. Wattles,
Secretary John A. Wakefield, Ex-Gov. Alvin Saunders, Judge W.S. Strawn, Mr.
Z.T. Lindsey of Omaha, and Messrs. E.H. Odell, Chas. R. Hannan, I.L.M. Treynor,
W.G. Moore and Thos. C. Dawson of Council Bluffs, went to Des Moines on
February 10th and spent two days in Iowa's capitol City, meeting Committees of
both houses of the Legislature, who treated the subject and the delegation
kindly and both branches of the Legislature passed unanimously.  The following
resolutions:                                                                                               

     WHEREAS:  Delegates representing the twenty-four states and territories
lying west of the Mississippi River, at the Trans-Mississippi Congress of 1895,
adopted a Resolution providing for the holding of an Exposition for the purpose
of exhibiting the products, manufactures, arts and industries of these states
and territories; and     

     WHEREAS:  The said Convention voted to hold said Exposition at the City of
Omaha in the year 1898, and 

     WHEREAS, The Common interest of the states and territories constituting
this great  region as well as the country at large, will be greatly prompted
thereby, and the interest of the state of Iowa, lying at its gateway, will be
especially benefited by such an exposition on her borders; therefore, be it. 

     RESOLVED, By the General Assembly of the State of Iowa, That the holding
of said Trans-Mississippi Exposition is hereby heartily approved, and that the
Senators and Representatives from our sister state, Nebraska, and the other
Trans-Mississippi states in procuring the passage at this session of congress,
of a bill giving national recognition top said exposition, and providing for an
appropriation for a National Exhibit and the necessary and proper buildings to
contain the same; and be it further 

      RESOLVED;
      That a copy of these resolutions be certified by the Secretary of State
under the seal of the state and sent to the Senators and Representatives in
Congress from Iowa.

     This was the initial state Legislation in aid of the Exposition. 
Meanwhile, United States Senator William V. Allan of Nebraska had introduced in
the National Senate, January 3rd, 1896, Senate bill #1306, recognizing and
approving the holding of the Exposition and providing an appropriation of Fifty
Thousand Dollars ($50,000) for a Government building.  The bill was read twice
and referred to the Committee on International Expositions of which Committee,
United States Senator John M. Thurston of Nebraska was Chairman. 

Hon. David H. Mercer representative in Congress for the second district of
Nebraska including Omaha, had introduced in Congress a bill in aid of the
Exposition H.R. 6193, similar in terms to Senate bill #1306, but providing for
an  appropriation of $500,000.00 to cover  expense of the Governments
participation therein.  The bill had been favorably received and Mr. Mercer was
confident that its passage in the House of Congress could be executed, but a
controversy as to amount could only result in lessening the appropriation  to
the smaller stated sum. 

     A meeting of the Directors and others with Senator John M. Thurston, was
held at Commercial Club Rooms on February 19th, 1896, at which meeting Senator
W.V. Allan's bill and its probabilities for passage was considered, and the
Senator expressed his belief that passage of the bill could be secured of
actions as he advised be taken.  It was agreed that an appropriation of funds
and the sum thereof be subject of later efforts, was left to the judgment and
action of the Congressional delegation of this district.  Copy of bill amended
to provide for $200,000 appropriation, and further amended in other and minor
particulars and as passed by Congress, will be found on page_____. 

     The Board of Directors on January 31st declared its present object was to
secure, First:  formal resolutions of approval and endorsement from Congress,
states, cities, organizations and individuals. Second:, and later;
Appropriations of adequate amounts to properly and fittingly represent the
resources, products and capabilities of each of the Trans-Mississippi States,
the National Government and such other states as could be sufficiently
interested. 

     A Press Bureau was created and Messrs. Isaac W. Carpenter, C.S. Montgomery
and John A. Wakefield placed in charge thereof/their duty being to have charge
of matter and correspondence in relation to the newspapers of the country, etc. 
Circular letters were prepared and sent to Boards of Trade,  Commercial
organizations, Governors and Mayors of Cities, etc., asking both approval and
the forwarding of Resolutions favoring the project to their various
representatives in the National Congress, strong letters of prominent men and
well known  newspapers were printed on postal cards, and each day for some
weeks.  Such postals were sent to each of the U.S. Senators, Representatives,
the President and the Cabinet officers.  Efforts of this and kindred kind were
put forth with indefatigable energy and in almost unlimited quantity, and the
success which finally came to the enterprise in such large degree, is
attributable in large part to the interest aroused and results secured from
these early and well directed efforts to secure approval of and participation
in the project. 

The Legislature of Utah held a session in winter of 1895-6 and it was early
decided that good results would follow the sending of a delegation of Omahans
to visit them and more fully present the Exposition aims to their notice. 
Accordingly on Friday, March 20th, 1896, a delegation consisting of President,
G.W. Wattles, Secretary John A. Wakefield, Hon. Gilbert M. Hitchcock, Capt.
H.E. Palmer, Z.T. Lindsey, A.S. Hazleton of Council Bluffs, and Directors W.R.
Bennett, Charles Metz, J.H. Evans, H.A. Thompson, left Omaha in the Pullman
Car, Montana, kindly donated for the trip by the Pullman Company, the
transportation being generously donated by the Union Pacific Company; the
delegation providing personally for all the other expenses of the trip. 
Saturday was spent in Cheyenne, Wyoming.  Meetings were held with Governor W.A.
Richards, the state officials, and prominent citizens, and newspaper men, and
were cordially received and much enthusiasm in the project was aroused.  On
Monday following the delegation met Governor H.M. Wells and Joint Committee of
the Utah Legislature then in session were most kindly received, and Utah's
participation was pledged, both branches of the Legislature unanimously passing
Resolutions as follows:     

     "Resolved, By the Senate and House of Representatives of the state of
Utah, that the holding of said Trans-Mississippi exposition is heartily
approved, and that the people of Utah are urged to cooperate with the people of
the other states of the trans-mississippi region, and to take this opportunity
of making a fitting display of their resources, and be it further

     Resolved, That a copy of these resolutions be sent to the senators and
representatives from Utah in the national congress by the secretary of state,
with the request that they promote as far as possible the said exposition."
     Thus Utah was the second state to officially recognize and commend the
Exposition by Legislative act.  On Tuesday the delegation dined with the mayor
and city officials of the city of Ogden, Utah, and Ogden's best efforts and
aids were promised.  Wednesday and Thursday found the delegation in Denver,
Colo., where many meetings were held, first with Gov. A. W. McIntyre and the
state officials, then with Mayor McMurray and city Officials, President Henry
P. Steele and members of the chamber of Commerce, the Denver Mining Exchange,
etc., At each of these meetings great interest was shown and approval of the
project, with promise of Colorado's best representation was given.  The
delegation reached Omaha Saturday eve, March 28th, feeling that they had done
good work for the Exposition and that good results would follow.  At each place
visited the Newspapers treated the delegation most kindly and published
elaborate and full information of the object in view, and to them much of the
success resulting from this Exposition trip was due.  On return of the
delegation the Directors ordered that a telegram be sent to Hon. D.H. Mercer,
our member of Congress embodying a succint statement of situation and results
accomplished to date.  Telegram was as follows:

                                                  "March 31st, 1896

To Hon. H. Mercer,
               Washington, D.C.

Governors and leading State Officials of Iowa, Utah, Wyoming, Colorado, South
Dakota, Missouri, California, Arizona, and Nebraska, have all pledged State
appropriations, and other will follow as soon as your Bill becomes a law. 
Legislatures do not meet until next Winter except Iowa and Utah.  They had
passed Joint Resolutions and formally promised appropriations as soon as
Government recognition and appropriation passes.

                                                  G.W. Wattles, Pres.
                                                  John A. Wakefield, Sec'y."

     Regarding further subscriptions to the capital stock.  The matter was
fully considered by the Directors and at meeting on February 21st, 1896, it was
ordered no further soliciting be done, and any outstanding lists be called in -
the total subscriptions amounted at this time to $_____________ upon which a
call of Five (5) per cent had been ordered on January 24th, 1896, and a second
assessment of Five (5) per cent was ordered on April 17, 1896.  The reason for
above action was the belief that unless the National Government recognized,
approved and arranged for its participation in the Exposition, it would be
inadvisable to further proceed in the matter.  If Government passed the bill
now before it, then a justifiable basis would exist for further work and
efforts.  Otherwise, the project would be abandoned.  The effects of the
financial panic of 1893, followed throughout the west by successive crop
failures in 1894 and 1895 resulting from drought, had made business conditions
the worst possible and it required strong resolution and supreme faith to
anticipate best financial results for the Exposition, under the then present
circumstances and conditions, even with the aid and support of the Government.
     Every effort was henceforth directed toward forwarding the passage of the
Exposition bill by Congress.  Reports from Washington were conflicting; it
seemed to be a comparatively easy matter to get a bill through the Senate but
opposition sprung up in the House and our reports were sometimes sanguine, then
disheartening, sometimes encouraging, causing belief in final success to
obtain, then doleful causing hopes to fall to low ebb.  Mr. Mercer never seemed
to lose confidence in being able to finally secure the passage of the bill -
and the hopes of the Directors were largely dependent upon the sanguine
confidence of our Congressman, and faith in the belief that "If any one kin, He
kin."

     April 10th, 1896, the following telegram was received from Hon. Geo. F.
Wright, Vice President for Iowa, for the Exposition, who had spent much time at
Des Moines, working for Exposition recognition.

     "Des Moines, Iowa, April 10th, 11:50 a.m. Trans-Mississippi Exposition,
Omaha.

     Both houses Iowa Legislature passed unanimously.  Appropriation of $10,000
for preliminary expenses Trans-Mississippi Exposition and promise any
additional amount necessary for Iowa's exhibit, at next session."  The fact of
this action was at once wired to Senator W. V. Allan and representative D. H.
Mercer at Washington.  Speaker of the House of Representatives, Hon. Thos. B.
Reed was opposed to the bill arguing economy, that Government was even then
borrowing money to conduct its affairs.

     Representative Dingley, while not strongly opposing it, thought that
properly a provision should be attached requiring the Exposition to raise the
sum of $500,000 before the National act should become operative.  The Directors
considered this proposal and decided that this was, perhaps, a good proviso,
for if Government passed the bill, it would certainly be necessary to raise
such an amount to permit a successful exposition and the fact that the
Government act required it, might help in the securing of it.  As a result the
Directors ordered that Senators Allan Thurston and Representative Mercer be
advised that they favored the idea, but that the amount should not properly be
for a sum, much, if any, greater than the Government's appropriation.  It was
finally agreed that the amount to be placed in the bill for Government
appropriation be the sum of $250,000.00 and that Exposition be required to
secure bona fide subscriptions of undoubted character, in the sum of
$250,000.00 before the Government act should become operative.

April 10th, 1896.  On receipt of telegram advising of Iowa's action, Senators
Allan and Thurston decided to push Mr. Allan's Senate Bill #1306 as it was
becoming clear that favorable action by the Ways and Means Committee of the
House on Mr. Mercer's bill #6143, could not be depended upon, as being obtained
early enough to secure passage at that session of Congress, which was most
important.  They had the bill called up, and after amending it, on demand of
Senator Allison to carry $200,000.00 in place of $250,000.00 as the bill read,
it was passed by the Senate that day.  Mr. Allison stated that the
appropriation for Atlanta, Ga., was for but $200,000.00, and he thought that
sum would be sufficient for and satisfactory to Omaha.  The bill now went to
the House, and Mr. Mercer discovered that he had the fight of his life on hand
to secure passage.  On the request of the Directors, Mr. President Wattles went
to Washington to endeavor to assist as he might in passage of the bill.  On
April 30, 1896, the Ways & Means Committee of the House made a favorable report
on the Exposition bill, tacking on the requirement that Exposition secure
$250,000.00 subscriptions, that requirement not being attached to the bill
passed by the Senate.

     President Wattles having returned from Washington and the Directors
feeling again the need of a special representative there, that Mr. Mercer could
be aided in any additional way possible, the Directors requested Ex-Senator
Chas. F. Manderson and Hon. Edward Rosewater to go to Washington.  Mr.
Rosewater started at once on May 7th, 1896; Mr. Manderson was unable to leave
the city at the time.  Opportunity for passage of bill by congress was now felt
to be assured, but vexations obstacles prevented and annoying delays ensued,
and as the session was fast drawing toward its close, the fear of non success
was strong, and great anxiety was felt over the situation.  It was expected
that the bill would be called up for passage early in May, and again at several
later dates in May.  It was assured that recognition of Speaker Reed would be
secured permitting the placing of the bill before the House for passage,  but
all of no avail; one obstacle after another intervened, and the anxiety grew
greater, notwithstanding the able assistance of Senators Allison and Gear of
Iowa, Senators Allan and Thurston of Nebraska, of practically the whole Iowa
and Nebraska delegations and their friends, the situation could not be
improved, nor the desired opportunity secured.  A demand upon the speaker for a
set day met with no response.  It was only watch and wait.

     On June 5th Mr. Mercer found his opportunity.  The request for consent to
place the bill on its passage was made, when lo! objection was made, and by
whom? by one Omar M. Kem, sent to the House of Congress to represent the wishes
and desires of the Sixth (6th) Congressional district of Nebraska.  Yet who in
this case frightfully misrepresented them, as the rain of denunciatory
telegrams from his district fully demonstrated to him, but stubborn to the last
he kept up his opposition and aided not in passing the bill.

     On June 9th at 6:30 p.m., Mr. Mercer again secured recognition by the
speaker, but again he was doomed to disappointment, for Mr. Bailey of Texas
objected, as he said from conscientious motives, to unanimous consent to
consider the bill.  It now looked like sure defeat as Congress was scheduled to
adjourn the following day.  But on June 10th recognition was again secured, and
Mr. Kem having left for home, and Mr. Bailey being absent at lunch unanimous
consent was secured, the bill passed, hurried over to the Senate, which body
Senator Allan had held in session purposely, the amended bill was passed by the
Senate, was finally engrossed, taken at once by Mr. Mercer to the President,
Hon. Grover Cleveland and at once signed, and thus became a law after one of
the most memorable struggles in Congress.

     Speaker Thos. B. Reed stated that no bill that he knew of had been so well
exploited as was this one; that the bombardment of Congress was not only
courteous and of good and convincing argument but that it had been continuous,
never letting up from the early beginning to the final passage of the bill and
signing it by the President.  Be it also, yet without the untiring,
indefatigable, indomitable, yet urbane and polite efforts of Hon. David H.
Mercer, aided and assisted though he was by many others, the Congressional bill
would not have passed and there would not have been an Exposition to need and
deserve a history.

     The news of the passage of Congressional bill released the tension of
anxiety, and cheerfulness and confidence in ultimate success prevailed
generally.  On June 13th, 1896, Council Bluffs had a great celebration parade
with music, fireworks and speeches and good cheer was on every hand.

     The Commercial Club of Omaha took up and arranged for a grand civic
demonstration in honor of the passage of the bill and in honor of the men who
secured its passage, this was planned to and did take place on the evening of
Friday, June 26th, 1896.  A procession several miles long and composed of many
military and civic organizations added to the splendor of the demonstration,
and the booming of cannon, setting off of fireworks, and the music of many
bands, supplied the embellishments of a great occasion.  It seemed indeed that
everybody was there, and the route of the procession and Jefferson Square,
where the speaking occurred were packed with those who came to see and cheer.

     The parade was under the direction of Grand Marshal Robt. S. Wilcox, and
starting at 8:15 p.m., disbanded at Jefferson Square shortly after 9:00
o'clock, and the speaking of the evening began at once.

     On request of Chas. F. Weller, President of the Commercial Club, President
G. W. Wattles of the Exposition presided.  With a few complimentary words he
introduced Nebraska's Governor, Hon. Silas A. Holcomb, who was greeted with
applause and spoke briefly in congratulation.  He was followed by Hon. David H.
Mercer, who was greeted by loud and long applause, really an ovation.  He
complimented the management of the Board of Directors and those who so ably
assisted them and in conclusion presented President Wattles with the pen with
which President Cleveland signed the Exposition bill.

     Senator W. V. Allan was cheered vigorously and continuously for some
minutes when next introduced.  His speech was felicitous and complimentary to
Omaha and its enterprise.  Letters and telegrams of regret were read from Gov.
W. A. Richards of Wyoming, Gov. A. W. McIntyre of Colorado, Gov. C. H. Sheldon
of South Dakota, U.S. Senators W. B. Allison and John H. Gear of Iowa, John M.
Thurston of Nebraska, Congressman W. E. Andrews, E. J. Hainer and O. H. Kem of
Nebraska, D. B. Henderson, Thos. Updegraff, Geo. D. Perkins, Robt. G. Cousins,
S. M. Clark, John C. Lacey, J. P. Dollivar, Geo, M. Curtis of Iowa,
Ex-Congressman W. J. Bryan of Nebraska, Hon. C. F. Joy of Mo., and others.

     Ex-Gov. Robt. W. Furnas of Brownville, Nebraska was introduced as a man
who had been working on Exposition in Nebraska for a half century past.  He
responded in his usual happy manner, and was followed by Hon. John N. Baldwin
of Council Bluffs, Iowa, who delivered the oration of the evening, an eloquent
address, thoroughly western in spirit and it was received with great
enthusiasm.

     Ex-Senator Chas. F. Manderson spoke next; he grew reminiscent and compared
the parade of a mere handful of people in 1869 celebrating the completion of
the Union Pacific Railway with the parade of the present occasion.  He
addressed complimentary remarks to those who had been instrumental in passing
the bill.  He was especially complimentary to President Wattles whom he styled
the "inspiriting soul of the enterprise, a man endowed with energy, character,
and all the elements of true manhood."

     J. H. Van Dusen of South Omaha followed.  Mr. Wattles gave assurance of
South Omaha's great interest and its fullest support to the Exposition.  Hon.
John Doniphan, Vice President for Missouri, was the next speaker.  He Spoke
briefly, being reminded of the fact that ninety two years ago on the site of
Council Bluffs, Ia., a treaty was drawn, treating with the Indians with
reference to the land acquired by the Louisiana Purchase.  This being the last
speech, the audience adjourned with a rousing three cheers and a tiger for the
Exposition and its promoters at home and in Congress.


     Now that the great object sought, national recognition, approval and
participation, had been pledged and the enthusiasm following this success had
settled to strong resolve to go forward to ultimate success, it was determined
by the management that the scope of the work should be broadened and the
business men of the city be called upon to lend their best efforts in the work
and particularly toward securing the stick subscriptions required by Congress.

     A meeting of merchants and citizens was called at the Commercial Club
rooms on the evening of June 18th, 1896, and the rooms were packed with
representative citizens and the utmost enthusiasm prevailed, many speeches were
made - all favorable.  The result of the meeting was the adoption by unanimous
vote, amid great cheering of the following:  "Resolved, that it is the sense of
this meeting that the Directors of the Exposition proceed with the work
outlined, at their discretion, and that we pledge to them the hearty support of
the business men and capitalists of the city."

     The Board of Directors met on June 19th, 1896, and it was decided to call
a meeting on July 20th, by invitation, of citizens to serve as a Bureau of
Finance for the Exposition.   The meeting was held, and after full
consideration adopted, as its action, the following, "Resolved:  That this
meeting recommends that the sum of $500,000.00 be raised by stock
subscriptions, and that the following named persons, viz:

H. Kountz,               H. W. Yates,                  Guy C. Barton
J. H. Millard            V. B. Caldwell,               Frank Colpetzer
Frank Murphy             A. L. Reed                    W. S. Poppleton
F. P. Kirkendall         E. E. Bruce                   C. E. Yost
Z. T. Lindsey            E. Rosewater                  W. A. Paxton
G. W. Wattles            Edwin Cudahy                  J. A. CreightonG. W.
Lininger           Alfred Millard                C. F. Manderson
Alvin Saunders           Lucius Wells                  Harold McCormick
                                David Anderson

be appointed as a permanent Finance Committee to secure subscriptions of stocks
and have charge of the collection and disbursement of all funds and have
general financial management of the Exposition."
It was further ordered that this Committee prepare a report and present same to
a citizens meeting to be held on June 22nd, 1896.

On that date this Committee reported to the large meeting of citizens as
follows:

Mr. Chairman:

Your Committee appointed to examine into the Articles of Incorporation of the
Trans-Mississippi & International Exposition, and to recommend such changes as
might be deemed conducive to the popularizing and success of the Exposition,
report as follows:

We recommend that Article IV of Articles of Incorporation be amended to make
the par value of each share of capital stock $5.00 in place of $10.00

We recommend that Article VII of the Articles of Incorporation be amended to
read as follows:

"The affairs of this Corporation shall be conducted by a Board of not less than
fifty Directors, to be elected from among the stock-holders and
stock-subscribers of this Corporation, at a special stock-holders' meeting to
be called immediately when shares of stock aggregating the par value of $50,000
shall have been subscribed.  Such Board of Directors shall elect a President,
Vice President, a Treasurer and a Secretary, the duties of which officers shall
be fixed by the Board.  Such officers shall be elected from among the Directors
or other stockholders.  Such Board of Directors shall also elect from its
number, an Executive Committee of not less than five or more than nine, which
said Executive Committee shall have all the powers of the Board of Directors
when said Board is not in session, and shall choose a chairman from their own
number.  There shall be twenty-four additional Vice-Presidents, one for each
state and Territory west of the Mississippi River, who shall be the same
persons heretofore chosen by this Corporation as heretofore organized.  The
Board of Directors shall have authority to appoint such other officers, agents,
servants, employees, committees or Boards as they may deem necessary for the
conduct of the business of the Corporation, and they may from time to time
prescribe the duties of all such appointees in such manner as they may deem
best.

The Board of Directors shall have authority to delegate to any subordinate
committee or Board, such duties as the Board itself might otherwise exercise. 
The Directors, when elected, shall serve during the life of this Corporation,
and shall have powers to fill vacancies in their numbers caused by death,
resignation or other reason, and may for cause expel any member of said Board."

We recommend that Article VIII of the Articles of Incorporation be amended by
substituting for the first sentence thereof, the following words:

"A stock-holders meeting of this Corporation shall be called immediately when
the aggregate sum of $50,000 par value of the capital stock of this Corporation
shall have been subscribed, at which meeting the election of Directors
hereinbefore provided for shall take place.  notice of said meeting shall be
given to said stock-holders and stock-subscribers, by publication in the daily
papers of Omaha at least two days before the time fixed for holding said
meeting," and by adding to said Article the following language:

"At all stock-holders' meetings, any stock-holder or stock-subscriber may vote
who has made the payments on his stock-subscription called for by the Board of
Directors, and voting by proxy shall be allowed."

We recommend that Article XI of the Articles of Incorporation be amended by
striking out the following words:

"and the stock represented at such meeting shall be considered a quorum without
regard to the amount represented," and substituting therefor the following
words:

"And at such meetings one quarter of the stock subscribed present and voting
shall be considered a quorum."

We report that of the two subscription papers containing the subscriptions of
the stock already made to this Corporation, the paper compromising the greater
number and amount of subscriptions is not in legal form and does not give the
subscribers whose names are attached thereto the status of the share-holders in
the Corporation, and we recommend that such subscriptions be re-taken in due
form and that the form of subscription employed be uniform in all cases.

We recommend that the changes heretofore outlined in the Articles of
Incorporation and in the form of subscriptions to stock, be required by this
Committee of Twenty-four as a condition precedent to the acceptance by this
committee of its appointment and to the work of raising further subscriptions.

We recommend that upon the completion of the reorganization of the Corporation,
as herein outlined, the action of the Corporation in creating the present
Bureau of Finance be rescinded to the end that the Corporation may take such
action regarding the division of the work of said Corporation as may be
desired.

Signed-

Committee                                    Herman Kountz,
Jos. H. Millard,
H.W. Yates,
Guy C. Barton,
C.E. Yost,
F.P. Kirkendall.

This report was submitted to the Directors and considered by them on June 27th,
and it was ordered that a meeting of the stockholders be called to meet on
Friday, July 10th, 1896, to consider and vote upon amendments to the Articles
of Incorporation.  The Directors decided to recommend to stockholders meeting
that no election of Directors should occur until the sum of $300,000.00 at
least should be subscribed, the election then to be for a full board of fifty
Directors, the present Board of Directors tendering their resignation,
effective upon such election of a new Board.

At the meeting of the stockholders in July 10th, 1896, 795 shares of stock
being present and voting, the Articles of Incorporation were changed by vote as
follows:

Article VII was amended to read as follows:

"The affairs of this Corporation shall be conducted by a board of not less than
fifty (50) directors, to be elected from among the stockholders and stock
subscribers of this corporation at a special meeting of stock-holders to be
called immediately when shares of stock aggregating the par value of three
hundred thousand ($300,000) Dollars shall have been subscribed.  Such Board of
Directors shall elect a President, a vice-president, a treasurer and a
secretary, the duties of which officers shall be fixed by the board.  Such
officers shall be elected from among the directors or other stockholders.  Such
board of directors shall also elect from its number an executive committee of
not less than five (5) nor more than nine (9), which said executive committee
shall have all the powers of the board of directors when said board is not in
session, and shall choose a chairman from their own number.  There shall be
twenty-four additional vice-presidents one (1) for each state and territory
west of the Mississippi river.  The board of directors shall have authority to
appoint such other officers, agents, servants, employees, committees or boards
as they may deem necessary for the business of the Corporation, and they may
from time to time prescribe the duties of all such appointees in such manner as
they may deem best.  The board of directors shall have authority to delegate to
any subordinate Committee or board, such duties as the board itself might
otherwise exercise.

The directors when elected shall serve during the life of this corporation, and
shall have power to fill vacancies in their numbers caused by death,
resignation or any other reason, and may for cause expel any member of said
board by a two-thirds vote of the entire board.

Article VIII was amended by substituting for the first sentence thereof the
following words:

"A stockholders' meeting of this corporation shall be called immediately when
the aggregate sum of three hundred thousand ($300,000) dollars shall have been
subscribed, at which meeting the election of Directors herein before provided
for shall take place.  Notice of said meeting shall be given to said
stockholders and stock subscribers by publication in the daily papers of Omaha
at least two days before the time fixed for holding said meeting," and the last
sentence of the Article was amended to read as follows:

"Special meetings of the board of directors may be held at any time and place
within the said County of Douglas, on call of the president or on call of
one-third (1-3) of the members of the board,"  and further amended by adding to
said Article the following language:

"At all stockholders' meetings any stockholder or stock subscriber may vote who
has made the payments on his stock subscription called for by the Board of
Directors, and voting by proxy shall be allowed."

Article XI was amended by striking out the following words:

"And the stock represented at such meeting shall be considered a quorum without
regard to the amount represented," and substituting therefor the following
words:

"And at such meetings, one quarter (1/4) of the stock subscribed, present and
voting shall be considered a quorum."

The Committee appointed to act as a Bureau of Finance then met and considered
this action, and decided to accept same, upon agreement that following form of
subscription blank be adopted and used:

TRANS-MISSISSIPPI AND INTERNATIONAL EXPOSITION.
____________________

STOCK SUBSCRIPTION.
___________

We, the undersigned, hereby subscribe each for himself, and not one for
another, and agree to pay for capital stock in the Trans-Mississippi and
International Exposition, a corporation organized "to provide for holding,
beginning in the month of June and ending in the month of November in the year
1898, within or near the city of Omaha, in Douglas County, Nebraska, an
exposition of all the products, industries and civilization of the States and
Territories of the United States of America, west of the Mississippi River, and
also such exhibits as may be provided by the United States, or any State in the
United States, or any foreign country, for the purpose particularly of
exhibiting to the world, the products, industries and capabilities generally of
the States and Territories west of the Mississippi River," equal to the amounts
hereinafter written opposite our names respectively; payment to be made at such
times and such installments as may be called for by the Board of Directors.

Provided, that not more than ten (10) per cent. of amount subscribed shall be
called during the year 1896, and not more than sixty (60) per cent. shall be
called during the year 1897, and provided further that no call shall be made
until the aggregate amount of Three Hundred Thousand ($300,000) Dollars shall
have been subscribed:

This was agreed to unanimously.

Thus again was the good Exposition ship in safe water, with the prow pointed
toward Progress.

The Legislature of the State of Louisiana being in session in June and early
July, the Directors decided that an effort should be made to secure the
cooperation of that state.  A delegation comprising of President Wattles, Thos.
Kilpatrick, Judge Macomber and Jas. B. Sheehan proceeded to Baton Rouge, La.,
where after diligent effort result stated in following telegram from President
Wattles, was secured.

"Baton Rouge, La. July 3rd, 1896.      Too late to secure direct appropriation,
but concurrent resolution has just passed both houses, authorizing the Bureau
of Agriculture to make an exhibit, and pledging the state to pay for same."

Louisiana was therefore the third state to officially recognize and direct that
the state be represented at the Exposition.  It is much regretted that
Louisiana was prevented, subsequently, from making a showing of exhibits at the
Exposition.



Attention was now given especially to the work of securing subscriptions, the
work was mapped out, Committees appointed and the campaign proceeded with vigor
and success.  August 20th, $270,000.00 had been subscribed, but many large
interests held aloof, stating their desire to await results of the Presidential
Campaign, then in full force.  Yet the Directors struggled on aiming to reach
the $300,000.00 amount by Sept. 1st, 1896.  On Sept. 12th the Directors met and
received report of subscriptions.  It was found that $320,000 was subscribed,
and that about $40,000.00 additional was assured.  The Directors therefore
ordered that an assessment of Five (5) per cent be made on the capital stock
subscribed, payable prior to six o'clock p.m. Sept. 29th, 1896, and that a
stockholders meeting be called to be held in the Hall of the Board of Trade on
October 1st, 1896, at seven (7) o'clock P.M., to elect fifty (50) Directors, as
provided for in Articles of Incorporation.  Sept. 25th, 1896, the Directors
were requested to give audience to a number of citizens and at once did so. 
There were present in addition to the full directory, Mssrs. C.F. Manderson,
Thos, Kilpatrick, C.W. Lyman, John S. Brady, Arthur C. Smith, A. T. Recotr, Wm.
A. Redick, E.M. Andriesen, M.T. Barlow, J.H. Millard, C.S. Hayward, Oscar
Williams, Frank Murphy, H. Kountze, W.A. Paxton, H.F. Cady, C.F. Weller, F.P.
Kirkendall, C.E. Yost, Edward Rosewater, O.C. Holmes, John Powers, W.W. Marsh,
A.L. Reed, E.E. Bruce, Sam'l Katz, Louis Huggins and others.

Mr. Manderson, as spokesman, stated that owing to the closeness of the times,
the excitement attending the campaign relating to the coming national
elections, debates on the money situation, and the fact that some individuals
and corporations that should subscribe largely to the Exposition, would not do
so, until after the November elections, and yet desired a voice in the election
of the Board of Directors, and was therefore aid that might be altogether lost
if election of Board of Directors was held, as now proposed and called, that,
therefore the gentlemen present desired to request that the proposed election
of Directors be deferred until some date in November 1896, say November 10th. 
The request was discussed, and a Directors' meeting was at once convened, and
Mr. Montgomery offered the following which was adopted:

"Whereas, More than forty (40) of the largest stock subscribers of this
Corporation, representing about one-half of the aggregate subscriptions, have
requested that the stockholders meeting, called for October 1st, 1896, be
postponed until November, 10th 1896, therefore,

Resolved, That the call for the stockholders meeting to be held October 1st,
1896, for the election of a Board of Directors, fifty (50) in number, be
rescinded and withdrawn, and that the said stockholders meeting be postponed to
and held on Tuesday, the First day of December, 1896 at seven o'clock p.m., in
the Board of Trade Hall, and that the Secretary be and he is hereby directed to
mail to each stock subscriber proper notice of this action, and that period for
payment of the Five (5) per cent assessment in stock subscriptions, heretofore,
made, be extended to November 28th, six o'clock p.m."

On October 9th, 6124 persons had subscribed the total amount of $343,080.00 and
still the canvas for additional subscriptions was continued.

Meanwhile, other promotive work had been pushed, and particularly the efforts
to induce the holding of annual meetings of large organizations, conventions,
congresses, fraternal national meetings, etc., etc., and very gratifying
success had been achieved.  The Governors of States in most of the
Trans-Mississippi Territory had appointed their State Vice-Presidents, and the
correspondence and circular work had grown to large proportions, and the
influences favoring the Exposition were ever widening and spreading.  The
newspapers of the country generously published information regarding the
project, and a firm basis for the enterprise was being constantly strengthened.

November 27th Directors in meeting assembled were advised that the Burlington &
Mo. River Railway Co., had subscribed $30,000.00.

This information was greeted with cheers of acclaim, for now the ice was broken
that overlapped the subscriptions of the various Railway Companies, the
Burlington system being the first to uncover and send in its subscription, and
it was confidently predicted that the other lines entering Omaha would soon
follow the good example of the Burlington lines.  It had been a matter of grave
concern to the management that all efforts to persuade the various railway
lines to support the exposition by liberally subscriptions had failed to bear
fruit.  Grateful appreciation of the action of the Burlington system was
expressed, and a resolution of thanks was ordered forwarded to them, both for
the subscription to the Exposition and for their further pledge to at once
proceed to build a new and commodious Passenger station, thus supplying a long
felt want, and forcing a general action on similar lines by the other Railways
entering the city.

(Insert Attaching "A")

With the election of new Board of 50 Directors, which occurred on December 1st,
1896, the first Board of (11) Eleven Directors with their labors, efforts, and
anxieties, became of the past, a thing apart.  They had secured the Exposition,
put it upon a firm and sound basis, had exploited the enterprise finely, and at
a total expense to December 1st, 1896, of $3,898.36, a record indeed of which
to be proud.
.pa
Mention should not be omitted of the appointment of soliciting committees and
of the earnest and untiring labors of the committeemen in accomplishing their
tasks.  Committees were designated to be particular class of vocations and
their energies were thus concentrated and directed toward the fullest canvas of
their particular allotment.  These committees were appointed on July 11th, 1896
and were as follows:     (Insert "A")

STOCK SOLICITING COMMITTEE.

Appointed July 11th, 1898. (sic.)

Capitalists and Real Estate Owners      H. Kountze, Chairman.
Bankers, Brokers, Collection Agen-      G. W. Wattles.  A. E. Benson
cies and their employees                A. L. Reed      W. L. Selby
W. G. Shriver.

Transportation Companies and            Frank Murphy, Chairman.
Franchised Corporation and              Dan Farrell, Jr.
Their Employees                         E. Rosewater   Z. T. Lindsey.

Manufacturers and Wholesalers           Z. T. Lindsey, Chairman.
and their employees                     C. F. Weller   E. E. Bruce
F. P. Kirkendall  Edgar Allen
O. C. Holmes,  F. Colpetzer,
et al.

Retailers and their employees           N. A. Thompson, Chairman.
A. Hospe, Jr.  O. D. Kiplinger,
John Hussie, et al.

Hotels, Restaurants, Boarding           I. W. Carpenter
Houses, Theatres and                    W. R. Bennett
Their Employees.                        E. Brandeis

Brewers, Liquor Dealers                 Charles Metz, Chairman.
and their Employees                     Otto Seimssen
H. E. Palmer
Otto Seimssen
Jno. A. Johnson
Dudley Smith.

Printers, Publishers Engravers,         I. W. Carpenter
Advertising Agentsw and their           G. M. Hitchcock
employees:                              A. M. Comstock.

Judges, Lawyers, Court and              C. C. Belden, Chairman
Public Officials and their              C. H. Klopp.
Employees:                              W. J. Connell.
R. W. Richardson.

Physicians, Dentist and                 J. H. Evans, Chairman
their Employees:                        Dr. E. W. Lee
Dr. W. H . Hanchett
Dr. C. E. Smith.

Livery and Boarding Stables             Jacob E. Markel, Chairman.
Dairymen and their Employees:           H. K. Burkett
L. Littlefield.

Fire and Police Department              Alfred Millard, Chairman.
W. C. Bullard
Frank B. Johnson

Teachers, Musicians, and Artists.       G. H. Payne, Chairman.
Clement Chase
C. G. Pearse
J. H. McIntosh

Fire and Fire Insurance                 G. H. Payne, Chairman.
Companies, Agents and                   John Steele
Their Employees:                        W. H. Alexander

Architects, Civil Engineers             John H. Harte, Chairman
and Contractors:                        A. J. Vierling
W. S. Wedge

Laundrymen and Barbers                  M. Collins, Chairman.
Fred Buelow
L. W. Pains
John A. Johnson

Railway Officers, Clerks and            J. E. Markel, Chairman.
Trainmen:                               F. W. Mills
George W. Loomis.
J. W. Munn.

Packing Houses, Stock Yards             W.A. Paxton, Chairman
and their Employees:                    W.N. Babcock
E.A. Cudahy
A.C. Foster
T.W. Taliaferro
Walter Woods

Organized labor and Trades              H.A. Easton, Machinists Union.
Unions:                                 Robt. M. Kenna, Carpenter's Union.
T.F. Sturgis, Typographical Union.
Julius Meyer, Musician's Union.
B.P. Flood, Pressman's Union.

South Omaha.                            Mayor T.H. Ensor.
T.J. O'Neill.
David Anderson.

Council Bluffs.                         Lusius Wells, Chairman.
Geo. F. Wright.
C.R. Hannan.
Wm. Moore.
E.W. Hart.
J.A. Patten.
N.P. Dodge.
Thos. Officer.
W.D. Hardin.
Geo. Carson, Mayor.
Clarence Judson.

Letter Carriers, Post Office            A.H. Fuller
Employees and Railway Postal            Geo. J. Kleffner
Clerks.                                 Ernest Beale.  
Brady.

Those named in above committees were assisted by others and the roll of honor
would be considerable increased if if were possible to now learn the names of
all the "Willing Workers."  

On December 1st, 1896, the results of the labors of these committees, by
classes, was practically as given in the following list:

Archt's, Civil Engineers & Contractors,.......$11740.00
Brewer's, Liquor Dealers & Saloons,............24410.00
City and County Officers,.......................2520.00
Capitalists, Real Est.,Bankes,Brokers and
Collection Agencies,...........................49600.00
Council Bluffs Residents,.......................6110.00
City Fire Department,...........................2200.00
Florence residents,..............................680.00
Hotels,Restaurants & Boarding Houses,...........4980.00
Insurance Companies, Agents & Employees,.......11370.00
Judges, Lawyers, Court and Public Officials,...19630.00
Laundrymen, Barbers & Employees.................6190.00
Letter Carriers & Railway Postal Clerks,........4900.00
Livery and Boarding Stables and Dairymen,.......4810.00
Jobbers Manufacturers and Employees,...........59030.00
Organized Labor,................................4400.00
Smelting Works, Employees,......................1560.00
Physicians and Dentists,........................5030.00
Printers,Publishers, Engravers and Employees,..14200.00
Pacific Express Co. Employees,..................1210.00
Railway Officers, Clerks and Trainmen,.........12605.00
Retail Dealers,................................67930.00
Street Car Co. Employees,......................12560.00
South Omaha and Stock Yards District,..........19120.00
Transfer Lines, Expressmen and Employees,.......2510.00
Teachers, Musicians and Artists,................6960.00
Transportation Co.'s Railways and Franchised
Corporations,.................................600000.00   
               


 
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