dorsement thereon. Such indorsement, the regulations prescribe, shall be signed by the person lawfully entitled to such delivery, or his authorized agent, or the warehouseman shall obtain from such person a separate, written acknowledgment of the delivery. A warehouseman shall not, except as permitted by law or by these regulations, deliver the wool for which he has issued a nonnegotiable receipt until such receipt has been returned to him or he has obtained from the person lawfully entitled to such delivery, or his authorized agent, a written acknowledgment thereof. Where a warehouseman delivers a part only of a lot of wool for which he has issued a non-negotiable receipt, he shall either (a) comply with the requirements of Section 5, previously given, as far as applicable to partial delivery, or (b) obtain from the person lawfully entitled to such partial delivery, or his authorized agent, a written acknowledgment thereof. If a warehouseman issue a receipt for wool the identity of which is to be preserved, omitting the statement of grade as permitted by Section 18 of the Act, previously summarized, such receipt shall bear on its face the words "No grade stated." Chapter X THE EDGE EXPORT FINANCE ACT T HE Edge Bill, or Edge Export Finance Act, was introduced in Congress by Senator Edge of New Jersey in July, 1919. After undergoing some modifications in both the House and Senate, the bill became a law on December 24, 1919, upon its approval by the President. The fundamental purpose of this bill is to promote the foreign commerce of the United States. Public discussions of the measure have stressed the fact that under its provisions the business interests of this country, with the co-operation of investors, are enabled to assist in the reconstruction of Europe, and to extend long-term credits to foreign buyers of American goods throughout the world. The bill has a wide purpose, and is really designed to afford a method for facilitating at all times the financing of American export trade through the establishment of international banking or financial corporations operating under Federal supervision. Authority for Formation of Corporations Authority for the formation of such corporations is contained in Section 25 (a) of the Federal Reserve Act. This section, which is entirely new, confers broad powers upon the Federal Reserve Board, which is not only intrusted with the jurisdiction of the procedure relating to the organization of corporations under the Act, but is also authorized to regulate their operations in numerous important respects. The new legislation, in short, calls for action by the Federal Reserve Board in order that its terms may be carried fully into effect. In its regulations issued in March, 1920, the Board has laid down specific rules for the conduct of corporations formed under Section 25 (a), and has expressly stated that it reserves the right to amend these regulations whenever such a course may seem desirable. The policy of the Board will be to promulgate such regulations from time to time as it may consider necessary to permit of the development of operations under the provisions of the Act in the manner contemplated by Congress. How Corporations May Be Organized The first paragraph of Section 25 (a), relating to the organization of corporations under the Act, reads as follows: "Corporations to be organized for the purpose of engaging in international or foreign banking or other international or foreign financial operations, or in banking or other financial operations in a dependency or insular possession of the United States, either directly or through the agency, ownership, or control of local institutions in foreign countries, or in such dependencies or insular possessions as provided by this section, and to act when required by the Secretary of the Treasury as fiscal agents of the United States, may be formed by any number of natural persons, not less in any case than five." The next succeeding paragraph stipulates that such persons shall enter into articles of association, specifying in general terms the objects for which the association is formed. These articles. may also contain any other provisions not inconsistent with law which the Corporation* may choose to adopt for the regulation of its business and the conduct of its affairs. All of the persons intending to participate in the organization of the Corporation are required to sign the articles of association, which shall then be forwarded to the Federal Reserve Board and filed and preserved in its office. The Board has provided a form (Form 151) which is suggested as a satisfactory form of articles of association. Form of Organization Certificate The persons signing the articles of association must also make an organization certificate stating the name assumed by the Cor Whenever the word Corporation is spelled with a capital C, it refers to a corporation organized under Section 25 (a) of the Federal Reserve Act. poration, which shall be subject to the approval of the Federal 'Reserve Board; the place or places where its operations are to be carried on; the place in the United States where its home office is to be located; the amount of its capital stock and the number of shares into which the same shall be divided; and the names and places of business or residence of the persons executing the certificate and the number of shares to which each has subscribed. The organization certificate must also state that it is made to enable the persons subscribing the same, and all other persons, firms, companies, and corporations, who or which may thereafter subscribe to or purchase shares of the capital stock of such Corporation, to avail themselves of the advantages of the Act. The Federal Reserve Board has provided a form (Form 152) for this purpose. After the persons signing the organization certificate have acknowledged the execution thereof before a judge of some court of record or notary public, the certificate shall be forwarded to the Federal Reserve Board to be filed in its office. Authority to Commence Business In its regulations covering Section 25 (a), the Federal Reserve Board has ruled that no Corporation which issues its own bonds, debentures, or other such obligations will be permitted to have the word "bank" as a part of its title, and that no Corporation which has the word "Federal" in its title will be permitted also to have the word "bank” as a part of its title. The title of the Corporation, so far as possible, should indicate the nature of the business. contemplated, and should not resemble the name of any other corporation to the extent that it might result in misleading the public as to its identity, purpose, connections, or affiliations. After the articles of association and organization certificate have been approved by the Federal Reserve Board, a preliminary permit to begin business will be issued. Before the Board will issue its final permit to commence business, however, the president or cashier of the Corporation, together with at least three of the directors, must certify: (a) That each director elected is a citizen of the United States. (b) That a majority of the shares of stock is owned by citizens of the United States, by corporations the controlling interest in which is owned by citizens of the United States, (c) That of the authorized capital stock specified in the When these requirements have been met, the cashier shall thereafter certify to the payment of the remaining installments as and when each is paid in. No Corporation may be organized with a capital stock of less than $2,000,000, and none will be permitted to issue stock of no par value. In the articles of association, the par value of each share of stock must be specified; if there is more than one class of stock, the name and amount of each class, and the obligations, rights, and privileges attaching thereto shall be set forth fully. The purpose is to have each class of stock so named as to indicate to the investor, as nearly as possible, what is its character, and to put him on notice of any unusual attributes. Rules Governing Transfers of Stock The Federal Reserve Board, exercising the authority conferred upon it by law, has promulgated somewhat extended regulations governing the transfer of the stock of any Corporation formed under Section 25 (a), and has ruled that shares of stock shall be issuable and transferable only on the books of the Corporation. It is expressly stipulated in these regulations that every application for the issue or transfer of stock shall be accompanied by an affidavit of the party to whom it is desired to issue or transfer stock, or by his or its duly authorized agent, stating, in the case of an individual, whether or not he is a citizen of the United States, and if a citizen of the United States, whether he is a natural-born citizen or a citizen by naturalization. If the latter, the individual must state whether he remains for any purpose in the allegiance of any foreign sovereign or government. He must also make known whether or not there is any arrangement under which he is |