The Savannah morning news. (Savannah, Ga.) 1900-current, 1901-02-26
Or holding the stocks or the obligations

or holding the stocks or the obligations
Of any such corporation.
ITO hold for investment, or otherwise
to use. sell or dispose of any obligation
of any such corporation; to aid in any
manner any corporation whose obligations
are guaranteed by the company, and to
do any acts for the preservation, protec-
tion, Improvement or enhancement Of
the value of any such obligation, and
exercise all ownership, rights and voting
power.
1T may conduct its business in other
states, territories and in foreign coun-
tries, and may hold, purchase, mortgage
and convey real and personal property
either in or out of New Jersey.
The corporation is empowered to issue
bonds and other obligations in payment
for property acquired, or for any other
object in or about its business; to mort
gage or pledge any of its Obligations or
property TO secure obligations by II in
Cured; to guarantee any dividends or 9TH
er obligations; to exercise any and all
of the powers which a co-partnership or
natural person could do and exercise,
and which now, or hereafter may be au-
thorized by law.
Its Total Capital Stock $4,000.
The total authorized capital stock of
the corporation is 5000, divided into thirty
shares of the par value of 800 each. OF
this. fifteen shares, amounting to $500
shall be preferred stock, and
fifteen shares, amounting to $500
shall be common stock. Both stocks
may be increased by the directors. Pre-
terred stockholders shall be ent ed to
receive when and as declared from the
surplus or net profits of the corporation
yearly per cent. dividends and no more
payable quarterly. Such dividends sha !
be cumulative and shall be payable before
any dividend on the common stock shall
be paid or set apart.
Provision is made for payment of COM
mon stock dividends from any rena n.ng
surplus or net profits after the preferred
stock oblig9 tiors are met, and for pay
ing preferred holders in full for both the
par amount of ther shares and unpaid
dividends accrued thereon, before divid-
ing the funds among holders of common
stock. The incorporators, each of whom
subscribed for five shares of preferred
and five of common, are Charles c. Cluff
William ]. Curtis, Charles MacVeagh, all
of Hoboken.
Duration of the corporation shall be
perpetual.
Three Classes of Directors.
The number of directors is fixed at
three, or, if subsequently changed, some
multiple of three.
They are classified with respect to the
time for which they shall severally hold
office by dividing them into three classes,
each consisting of one-third of the whole
number of the board of directors.
The first class are to serve enc year;
second class two years, and thitd class
three years.
Powers of Directors
Unless authorized by votes given in per-
son or by proxy, by stockholders holding
at least two-thirds of the capital stock
of the corporation, which is represented
and voted upon in person, or by proxy at
a meeting specially called for that pur-
pose or at any meeting, the board of
directors shall not mortgage or pledge any
Of it's rea. property or any shares of the
capital stock of any other corporation,
but this prohibition shall not be construed
to apply to the execution of any purchase
money mortgage, or any other purchase
money lien. After providing power for
appointments and removals, and for an
executive, in which a majority is to con-
Stitute a quorum, and for other commit
tees, the articles provide:
The board of directors shall have power
from time to time to fix and to determine
and to vary the amount of the working
capital OF the company ana TO ulrecI ana
determine the use and disposition of any
surplus or net profits over and above the
capital stock paid in, and in its discre-
ton the board of directors may use and
apply any such surplus or accumulated
profits in purchasing or acquiring its
bonds or other obligations or shares of
its own capital stock as the board of di-
rectors shall deem expedient, but shares
of such capital stock so acquired may be
resold unless retired to decrease the COM
pany's capital stock, as provided by law.
Directors Control the Books.
The Board Of Directors is to control
the matter of inspection of the accounts
and books of the corporation by stock
holders and no stockholder shall have
any right to inspect any account or book
or document of the corporation except as
conferred by statute or authorized by the
Board of Directors or by resolution OF
the stockholders.
Subject always to bylaws made by
the stockholders the Board of Directors
may make, amend or repeal bylaws.
The document is signed by Messrs.
| Cluff, Curtis and McVeagh and witness
ed by Francis l.. Stetson and Victor Mo-
raWetZ.