Section 4. Record Dates.—The twentieth day preceding the date of each meeting of stockholders and the twentieth day preceding each dividend payment date, and any date that may be fixed by the Board of Directors as a date for the allotment of any other rights, is hereby fixed as a record date for the determination of the stockholders entitled to notice of and to vote at such meeting or to receive such dividends or rights, as the case may be; and only stockholders of record on such date shall be entitled to notice of and to vote at such meeting, or to receive such dividends or rights, as the case may be.

Section 5. Voting of Stock in other Corporations.-Stock in other corporations which may from time to time be held by this corporation, may be represented and voted at meetings of stockholders of such other corporations, by the President of this corporation, or by proxy executed in the name of this corporation by its President or senior Vice President with the corporate seal affixed and attested by the Secretary or an Assistant Secretary.

Section 6. Amendments. These bylaws, or any of them, may be altered or repealed, and new bylaws may be adopted, at any annual meeting of the stockholders or at any special meeting called for that purpose. The Board of Directors shall have the power to make, alter, and repeal additional and supplementary bylaws, not inconsistent with any of these bylaws; but any such additional or supplementary bylaws may be altered or repealed by the stockholders in the manner provided in this section for the alteration and repeal of these bylaws.

AMENDMENTS

The following resolution was adopted at a Special Meeting of the Board of
Directors duly called and held October 19, 1942:

“RESOLVED, that the Bylaws of the Black Diamond Steamship Corp. be and they hereby are amended by adding after Section 2 of Article IX thereof a new section reading as follows:

Section 2-a. Agents and Powers of Attorney.—The Board of Directors from time to time may appoint or authorize any of the officers of the corporation to appoint agents to represent the corporation at various ports and the Board may authorize the giving of powers of attorney appointing agents and attorneys in fact to represent the corporation with respect to any or all matters which may lawfully be delegated'.”

BEFORE THE UNITED STATES MARITIME COMMISSION

AMENDMENTS NOS. 1 TO 17, INCLUSIVE, TO APPLICATION DATED MAY

27, 1946, OF BLACK DIAMOND STEAMSHIP CORP. FOR OPERATINGDIFFERENTIAL SUBSIDY UNDER TITLE VI, MERCHANT MARINE ACT, 1936

Comes now Black Diamond Steamship Corp. on the authority contained in paragraph 4 of the instructions governing the preparation of applications for operating-differential subsidies under Title VI, Merchant Marine Act, 1936, adopted by, and made a part of, General Order 13, and hereby respectfully amends its application of May 27, 1946, for an operating differential subsidy covering prewar Trade Route No. 8, in the following particulars :

Amendment No. 1: Page 3-Strike paragraph appearing in middle of page beginning with line reading “Under an interim bare-boat charter, dated April 26, 1946, the”, and in lieu thereof insert:

“In March 1946, when the United Maritime Authority terminated its control of United Nations' vessels, the Applicant immediately chartered an American flag vessel for operation on its prewar trade route between U. S. North Atlantic ports and ports in Holland and Belgium. In April 1946, the Applicant entered into an interim bare-boat charter with the War Shipping Administration under which it chartered five Victor-type vessels of 17-knot speed. Arrangements have been made with the Commission to continue the charter of the above five vessels on an interim bare-boat basis since the Commission absorbed the functions of the War Shipping Administration August 31, 1946. With these five Tessels Applicant is giving a weekly service between New York and Antwerp, Rotterdam; also in conjunction therewith a biweekly service via New York between Boston, Philadelphia, Baltimore, Hampton Roads, and Antwerp, Rotterdam. In September 1946, application was made to the Commissioner to charter on an interim bare boat basis five Liberty-type vessels for carrying bulk cargoes in world-wide trading."

Amendment No. 2: Page 5, item 12-Strike first and second paragraphs, and in lieu thereof insert:

"12. Applicant does not own any ressels at present. The five vessels listel below were chartered by the Applicant from War Shipping Administration under interim bare-boat charter contract WSA 12712, dated April 26, 1946, and arrange. ments have been made with the Commission to continue chartering these vessels on the Commission's form of interim bare-boat charter: Czechoslovakia Victory, Midland Victory, Oglethorpe Victory, Union Victory, West Linn Victory.

"All five of these vessels are Victory-type modified VC-2-AP3 and are being operated by Applicant on its prewar route between U. S. North Atlantic ports and the ports in Holland and Belgium.

"The principal ports being served on this route are Boston, New York. Philadel. phia, Baltimore, and Hampton Roads in the United States and Rotterdam, Holland, and Antwerp, Belgium. Before the war occasional calls were also made at Portland, Maine, Paulsboro, N. J., Chester, Pa., Wilmington, Del., Hopewell, Va., and St. John and Halifax in Canada. Some of these latter ports are also being served by the Applicant at present. Amsterdam, Holland, was and is served by private lighter service to and from Rotterdam, Holland."

Amendment No. 3: Page 6-Strike third paragraph, and in lieu thereof insert:

"As the service is presently operated, the frequency of sailings by Applicant has been controlled by War Shipping Administration and is now controlled by the United States Maritime Commission. These agencies have restricted Appli. cant's service to weekly sailings between New York and Antwerp, Rotterdam. In conjunction therewith the Applicant is also giving a biweekly service via New York between Boston, Philadelphia, Baltimore, Hampton Roads, and Antwerp, Rotterdam. Before the war, Black Diamond's schedule provided for 72 round voyages per annum, servicing New York with six direct sailings per month; Boston, Philadelphia, Baltimore, and Hampton Roads, each with two sailings per month via New York; Antwerp and Rotterdam, each with three direct and three indirect sailings per month, the indirect sailings from Antwerp being via Rotterdam and the indirect sailings from Rotterdam being via Antwerp. Howere, Applicant proposes to increase this frequency of service in its postwar schedule using eleven Victory-type vessels of 17-knot speed which it proposes to acquire from the Commission in accordance with its pending application to purchase war-built vessels under the Merchant Ships Sales Act of 1946. With these vessels Applicant plans to provide for 104 round voyages per annum, serving New York with two direct sailings weekly; Boston, Philadelphia, Baltimore, and Hampton Roads, each with a weekly sailing via New York; Antwerp and Rotterdam each with one direct and one indirect sailing weekly, the indirect sailings from Antwerp being via Rotterdam and the indirect sailings from Rotterdam being via Antwerp."

Amendment No. 4: Page &-Strike the two sentences next preceding item 14, and in lieu thereof insert:

"From the knowledge gained by our 26 years experience in the Antwerp/Rotterdam trade we can positively assert that a direct route between New York and Antwerp/Rotterdam did not support passenger or combination passenger and cargo vessels in the past. Its chance of doing so in the future would appear to be even less now that American, Dutch, and Belgian air-line companies have commenced regular passenger services between the United States and Belgium and Holland."

Amendment No.5: Page 9-Strike answer to item 16, and in lieu thereof insert:

"16. Applicant obtains stevedoring, ship repairs, ship chandlery, towboat, and kindred services to vessels it operates as follows:

"STEVEDORING : This is contracted for at New York, Boston, and Philadelphia. The contracts at New York and Philadelphia are with Marra Bros., Inc., and the contract at Boston is with Nacirema Operating Co., Inc. All three contracts are on the stevedoring form approved by the Stevedoring Committee of the Maritime Association of the Port of New York. Negotiations have been entered into for a stevedoring contract at Norfolk and Baltimore at which ports Applicant intends to contract in the near future. At Baltimore, Covington Maritime Corp. and at Norfolk, Southern Stevedoring Corporation are used. At Antwerp Applicant has contracted with J. Floren & Co. and at Rotterdam with Thomsen's Havenberijf. All of the foregoing stevedoring companies were used by the Applicant in its operations before the war.

"SHIP REPAIR: Small voyage repairs are done on an agreed price basis at New York by O'Kane Marine Repair Co., Hoboken, N. J. Large repairs and drydock repairs are let on competitive bids at New York, Philadelphia, and Baltimore. At New York such work is done by Bethlehem Steel Corp. and Todd Shipyard Corp.;

at Philadelphia by Sun Shipbuilding Co. and Kensington Ship Repair Co.; at Bal. timore by Bethlehem Steel Corp. and Maryland Dry Dock Co.

"SHIP CHANDLERY : Approximately 95 percent of Applicant's chandlery requirements are purchased at New York from Coston Supply Co., J. C. Thompson Marine Supply Co., and William E. Williams. The remaining purchases are made at Boston from James Bliss & Co., Inc., at Philadelphia from Baker, Carver & Morrell, and at Baltimore from R. J. Taylor & Co., and R. S. Stern.

"TOWBOATS: This service is contracted for at Boston with Boston Towboat Co., at New York with Meseck Towing Lines, Inc., at Philadelphia with Curtis Bay Towing Co., at Baltimore with Baker Whitely Coal Co., at Hampton Roads with Wood Towing Corp., at Antwerp with Union de Remorquage et de Sauvetage, at Rotterdam with L. Smit & Co.'s International Sleepdienst.

"No relationship exists which would cause the employment of the above persons or companies by the Applicant to be unlawful under Section 803 of the Act if the services were supplied to a subsidized or chartered vessel.”

Amendment No. 6: Page 12-Strike first sentence of paragraph (b), and in lieu thereof insert:

"In connection with this application, the Applicant has filed with the Commission application dated May 27, 1946, which, as amended, is for the purchase of eleven Victory type vessels of 17-knot speed."

Amendment No. 7: Page 14-Strike answer to item 24, and in lieu thereof insert:

“24. The vessels presently chartered to and operated by the Applicant are of the Victory type modified VC2-S-AP3 and are owned by the United States. The gen- . eral characteristics of these vessels are familiar to the Commission."

Amendment No. 8: Page 14, item 25-Strike paragraph (b), and in lieu thereof insert:

"(b) The vessels chartered by Applicant from other persons are under the Commission's interim bare-boat charter with respect to voyages started after August 31, 1946, and are under War Shipping Administration's interim bare-boat charter with respect to voyages started before September 1, 1946. The general terms of such charters are familiar to the Commission."

Amendment No. 9: Page 14, item 27-Strike paragraphs (b) and (c) and also paragraph (d), continued on page 15, and in lieu thereof insert:

"(b) and (c) The Applicant proposes to purchase eleven vessels of the Victory type in accordance with its application to purchase war-built vessels under the provisions of the Merchant Ship Sales Act of 1946, now pending before the Commission. The manner in which Applicant proposes to arrange for financing the vessels to be purchased is contained in the answer to items 16 and 17 of the abovementioned application to purchase war-built vessels.

"(d) The effect of the operation on the route referred to herein of the vessels Applicant proposes to acquire from the Commission will be to place Applicant in a better position to compete with any and all foreign flag lines than during the prewar period. As compared with Applicant's prewar service, the additional speed of the new vessels will reduce the voyage turn-around days and permit earlier delivery of cargo at destinations. Applicant's proposal to purchase eleven vessels will permit a marked increase in frequency of sailings from all ports served on the route as compared with the number of sailings maintained in its prewar service with eight vessels. This will place Applicant in a better position to carry a substantial portion of the water-borne export, import, and foreign commerce of the United States moving between United States North Atlantic ports and ports in Holland and Belgium. An operating forecast based on operation of 104 voyages per annum during the immediate future is included in exhibit form as part of answer to 39 below. In preparing this forecast, the results of operation for the calendar year 1938 (last full peacetime year) have been used as a basis and the various items of income and expense have been adjusted in the light of current experience."

Amendment No. 10: Page 16-Strike the sentence immediately preceding the
answer to item 31, and in lieu thereof insert:
"The Applicant is a member of the following conferences:

7000_Continental North Atlantic Westbound Freight Conference
4490_North Atlantic Continental Freight Conference

12—Trans-Atlantic Associated Freight Conference

13—Trans-Atlantic Freight Conference (New York." Amendment No. 11: Pages 16 and 17—Strike answer to item 33, and in lieu thereof insert:

"33. Operating-differential subsidy is requested for the following items of expense:

The differential percentages listed above were determined and adopted by the Commission, and were used by it, in the payment of operating-differential subsidy to this Applicant on the very route here involved during the second half of 1937.

“For lack of information as to current costs of its foreign competitors, Applicant cannot state the differential percentages now prevailing. However, Applicant understands that the Commission has made a study of this subject and therefore, Applicant is agreeable to accepting the Commission's findings as to prevailing differential percentages. Although the above tabulation does not include a subsidy for P. & l. insurance, provision should be made for such a subsidy."

Amendment No. 12: Page 18, item 39--Strike paragraph (a), and in lieu thereof insert:

"39. (a) Included herein is latest available balance sheet of the Applicant as of August 31, 1946, also a pro forma balance sheet based on the actual balance sheet and giving effect to the Applicant's proposed additional financing.”

Amendment No. 13: Page 18Strike answer to item 40, and in lieu thereof insert:

“40. The Certificate of Incorporation of Black Diamond Steamship Corp. will be amended to provide for au authorized capitalization of $5,000,000."

Amendment No. 14: Page 21-Strike entire page, and in lieu thereof insert:

"I

“(Part of 39 (a) above.)

"Balance sheet of Black Diamond Steamship Corp. as at August 31, 1946

“Balance sheet of Black Diamond Steamship Corp. as at August 31, 1946–Con.

Total

2, 308, 734. 30" Amendment No. 15 : Page 22-Strike entire page, and in lieu thereof insert: “Part of 39 (a) above.)

"Black Diamond Steamship Corp.-pro forma balance sheet based on actual

balance sheet as of August 31, 1946, and increasing capital to $5,000,000

Voyages in Progress :

Unterminated Voyage Revenue--
Unterminated Voyage Expenses.