ORGANIZATION 

     The first public meeting to consider the subject of holding an exposition,
pursuant to the resolution of the Trans-Mississippi Congress, was held at the
Commercial Club Room on December 22nd, 1895.  At that meeting Mr. Charles F.
Weller presided.  There were twenty-five or thirty citizens of Omaha present. 
After some informal discussion of the purpose of the meeting, Mr. Carroll S.
Montgomery moved that a committee of nine (9) be appointed, Mr. Weller to be
Chairman of the Committee, to consider the matter of holding an Exposition and
a plan for an organization, and report at a citizens meeting to be held
subsequently, provided the preliminary Committee should determine it best to
proceed.  The motion, after considerable discussion, was adopted, and, pursuant
thereto , the following named persons were appointed to constitute the
committee: Chas. F. Weller, Carroll S. Montgomery, Isaac W. Carpenter, H.
Bradley, James Walsh, Dudley Smith, E.V. Lewis, Arthur B. Jaquith, and Gurdon
W. Wattles.  

     This Committee held its first meeting at the Commercial Club Rooms on
December 27th, 1895, Mr. C.F. Weller in the chair, Mr. John E. Utt, Secretary,
and unanimously decided that the project of an Exposition should be carried
out, if possible, and proceeded to determine the principal points of an
organization. 

     On motion of Mr. E.V. Lewis, it was determined that the name of the
enterprise be "The Trans-Mississippi and International Exposition." 

     On motion of Mr. L.H. Bradley it was decided that the principal place of
business be in the city of Omaha, Nebraska, and that the life of the
Corporation commence January 1st, 1896, and terminate at the end of ten (10)
years from that date.  

     On motion of Mr. G.W. Wattles, it was declared that the object of the
Exposition shall be the same as indicated and set forth in the Preamble and
Resolution unanimously adopted by the Trans-Mississippi Congress on November
27th, 1895, which shall be the basis and may be enlarged upon and added to as
may be deemed advisable. 

     On motion of Mr. C.S. Montgomery the capital stock of the Corporation was
fixed at $1,000,000.00 divided into shares of $10.00 each. 

     On motion of Mr. D. Smith it was agreed that the organization may organize
and commence business when shares of capital stock to the value of $10,000.00
shall have been subscribed. 

     On motion of Mr. I.W. Carpenter, it was determined that the officers of
the organization should be as follows: 

     A President; Twenty-four Vice Presidents, composed of a resident Vice
President in Omaha, and a Vice President for each State and Territory of the
Trans-Mississippi Territory; a Treasurer; a Secretary, and A Board of Directors
Eleven (11) in number. 

     On motion of Mr. I.W. Carpenter a Committee of three (3) comprising C.S.
Montgomery, Chairman; with Mr. L.H. Bradley and Mr. G.W. Wattles as associates,
to prepare Articles of Incorporation, and report to the full committee, on the
call of the chairman. 

     The Articles of Incorporation were prepared by the sub-committee, and at a
full meeting  of the Committee held early in January 1896, the Articles were
again considered and approved, and it was ordered that a Citizens meeting be
called to meet at Commercial Club Rooms on evening of January 18th, to receive
and act upon the report of this preliminary Committee.

     January 18th, 1896, 9 o'clock p.m. at Commercial Club Rooms there
assembled fifty or more citizens under the call for the meeting, Chairman
Weller being absent, Mr. Z.T. Lindsey was chosen as Chairman, Mr. J.E. Utt,
Secretary. 

     The Articles of Incorporation were read as reported by the preliminary
Committee, and then fully discussed, and on motion of Mr. Edward Rosewater the
reading, "during the year 1898, in the months of August, September, and
October," was changed to read "beginning in the month of June and ending in the
month of November, in the year 1898," with this change, and motion of Mr. O.C.
Holmes, the Articles as read were approved.  On motion of Mr. J.E. Markel a
Committee of five (5) was appointed to solicit stock subscriptions.  Committee
Messrs. Z.T. Lindsey, W.R. Bennett, Charles Metz, I.W. Carpenter and C.C.
Belden.  Subscriptions were at once called for and in a short time the
following subscriptions were secured, viz:

                                   Amt.                              Amt.  
   Edward Rosewater                500.00    Helin & Thompson        100.00
   W.J. Connell                    500.00    W.C. Bullard            100.00
   J.H. Evans                      500.00    O.C. Holmes             100.00
   Dan Farrell, Jr.                500.00    C.S. Hayward            100.00
   Lee Clark Andreesen Hdw. Co.    500.00    Johnson Bros. (Trans.   100.00                                                            
Line

   W.R. Bennett Co.                500.00    L.H. Bradley            200.00
   J.E. Markel                     500.00    Fisher & Lawrie         100.00
   Thompson Belden & Co.           500.00    G.W. Wattles            100.00
   William Krug                    500.00    Jno. A. Wakefield       100.00
   Oscar J. Pickard                500.00    John E. Utt             100.00
   Metz Bros. Brewing Co.          500.00    J.J. Gibson             100.00
   Frank B. Hibbard                500.00    Euclid Martin           100.00
   Dudley Smith                    500.00    M.H. DeLong             100.00
   Kelley Stiger & Co.             500.00    Geo. N. Hicks           100.00
   John A. Weaver                  400.00    W.H. Robertson          100.00
   Ashton Clemens                  300.00    I.E. Burdick             50.00
   G.S. Ambler                     300.00    Robt. W. Richardson     100.00
   Z.T. Lindsey                    250.00    G.A. Rathbun             50.00
   Lyman Richardson                250.00    Isaac W. Carpenter      100.00
   C.S. Montgomery                 200.00    G.A. Payne               50.00
                                                              _________
                                                              $10650.00

     More than a sufficient amount having been subscribed to permit
organization, it was, on motion, agreed to resolve the meeting into a
stockholder's meeting. 

First Stockholders meeting:  Mr. Z.T. Lindsey was chosen chairman and Mr. J.E.
Utt Secretary.  The Articles of Incorporation as prepared and finally amended
in Citizens meeting were again read at length and on motion approved.  (See
copy of same on page ______). 

     The chair stated that the election of a Board of Directors, eleven in
number, would be the next business in order.  Nominations were then made.  The
chair appointed John A. Wakefield and John E. Utt as tellers of election and
the ballots were cast and the count of votes made resulting as follows: 

   J.E. Markel      970 votes      Chas. Matz          835 votes

   H.A. Thompson    835  "         C.S. Montgomery     780  "

   Dan Farrell, Jr. 930  "         Geo. H. Payne       690  "

   W.R. Bennett     895  "         W.J. Connell        490  "

   J.H. Evans       910  "         F.B. Hibbard        225  "

   I.W. Carpenter   885  "         C.W. Thompson       145  "

   G.W. Wattles     825  "         O.C. Holmes         135  "

   Dudley Smith     875  "         J.H. Johnson         85  "

                                   L.H. Bradley         65  "

     The following named persons having received the highest number of votes
cast, and a majority of the votes cast, were declared elected.  Jacob E.
Markel, Henry A. Thompson, Daniel Farrell, Jr., William R. Bennett, John H.
Evans, Isaac W. Carpenter, Gurdon W. Wattles, Dudley Smith, Charles Metz,
Carroll S. Montgomery, George H. Payne.  The meeting then adjourned. 

First meeting of Directors:  The first meeting of the Board of Directors of the
Corporation was held at the Millard Hotel on Monday, January 20th, 1896, at 10
o'clock a.m. with all the members present.  Mr. Markel was chosen temporary
chairman and Mr. Payne temporary secretary.  The meeting proceeded to
nomination and election of officers.  An informal ballot was taken for office
of President, resulting for Mr. Zachary T. Lindsey, 10 votes, for Mr. Dudley
Smith 1 vote.  Mr. Lindsey was sent for and later appeared before the board and
positively declined to accept for valid and sufficient reasons.  A second
ballot was then taken, resulting for Mr. Dudley Smith 7 votes, scattering 4
votes.  Mr. Smith positively declined to accept and nominated Mr. G.W. Wattles,
who stated that he did not at all wish the position, but on motion the
secretary was instructed to cast the ballot of the Board for Mr. Wattles for
President, which was done and he was declared elected. 

     Mr. President Wattles took the chair.  On motion the secretary was
instructed to cast the ballot of the Board for Mr. Jacob E. Markel for the
office of Vice-President, and for Mr. John Wakefield for the office of
Secretary.  At the next meeting of the Directors, on January 24th, on motion,
the Secretary was instructed to cast the ballot of the Directory for Mr. Herman
Kountz for the office of treasurer and he was elected as Treasurer.  On motion,
Mr. Carroll S? Montgomery was elected as General Counsel for the Corporation,
and also Mr. John E. Utt was elected as Railway Commissioner for the Company. 
A set of By-laws for the government of the business of the company were
prepared considered and adopted.  They were afterward changed in part after the
reorganization, by the Board of Directors.  As finally adopted and used, see
page ____ .

               


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