The Indianapolis journal. [volume] (Indianapolis [Ind.]) 1867-1904, 1901-02-26


In the event of any litigation or dissolu-
ton or winding up (whether voluntary or
Involuntary OF the corporation, the hold
ers OF the preferred stock shall be entitled
to be paid in full both the par amount or
their shares and the unpaid dividends &C
crued thereon before any amount shall be
paid 20 holders of the common stock; after
the payment to the holders or the pre-
ferred stock of its par value and the un-
paid accrued dividends thereon, the re-
manning assets and funds shall be divided
and paid TO the holders of the common
stock, according to their respective shares
Article W
The names and postoffice addresses of the
incorporators and the number OF shares
of stock for which severally and respective
~ we do hereby subscribe uhe aggregate
OF our said subscriptions being $500 is the
amount OF capital stock with which the
corporation will commence busineSs) are
street, Hoboken, n. j.. number shares pre-
ferred s. common 8; William j. Curtis, 81
Newark street, Hoboken. N j., number
shares preferred 5, common 8; Charles Mac
Veagh, 81 Newark street, Hoboken, n. j.,
number shares preferred ), common ..
Article VI
Duration of the corporation shall be per-
petual.
Article VII
The number of directors of the company
shall be fixed from time to time by the by
laws, but the number, If fixed at more than
three. shall be some multiple of three.
The directors shall be classified with re-
spect TO the time for which ,aley shall sew
orally hold office by dividing them into
three classes, each consisting of one-third
of the whole number of the board OF direc-
tors.
The directors of the first class shall be
elected for term of one year, the direc-
tors of the second class for two years and
the directors of the third class for term
of three years; and at each annual election
the successors to the class of directors
whose terms shall expire in that year shall
be elected to hold office for the term OF
three years. so that the term of office of
one class OF directors shall expire In each
year.
The number of directors may be in
creased as may be provided in the bylaws.
In case of any increase of the number of
the directors, the additional directors shall
be elected as may be provided in the by
laws by the directors or by the stock
holders at an annual or special meeting;
and one-third OF their number shall be
elected of the then unexpired portion OF
the term of the directors of the firSt-claSS,
one-third of their number OF the unexpired
portion of the term of the directors of the
second-class and one-third of their num-
Der or the unexptred portion or the term
of the directors of the third-class so that
each class of directors shall be increased
equally.
In case of any vacancy in any class of
directors through death, resignation, dis
qualification or other cause, the remaining
directors by affirmative vote of a. majority
of the board of directors may elect a sue
oessor to hold office for the unexpired term
of the directors whose places shall be va
cant and until the election OF a successor.
The board of directors shall have power
to hold their meetings outside of the State
of New Jersey at such places as from time
TO time may be designated by the bylaws
or by resolution Of the board. The bylaws
may prescribe the number of directors
necessary to constitute a quorum or the
board of directors, which number may be
less than majority of the whole number
of the 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 purpose
or at any meeting, the board of directors
shall mot mortgage or pledge any of It's real
property or any shares of the capital stock
of any other corporation; but this prohibit
ton shall not be construed to apply TO the
execution of any purchase money. mort
gage or any other purchase money lien.
Any officer elected or appointed by the
board of directors may be removed at any
time by the Affirmative vote of majority
of the whole board of directors.
Any other officer or employe of the COM
pany may be removed at any time by vote
of the board of directors or by any COM
mittee or superior officer upon whom such
power of removal may be conferred by the
bylaws or by vote of the board of direc-
tors. The board of directors by the affirma-
tive vote of a majority of the whole board
may appoint from the directors an execu-
tive committee, of which a majority shall
constitute a quorum, and to such extent as
shall be provided in the bylaws such COM
mittee shall have and may exercise all or
any of the powers of the board of directors,
including power to cause the seal OF the
corporation TO be affixed TO all papers tina I
may require 1t.
The board of directors by the affirmative
vote of majority of the whole board may
appoint any other standing committees and
such standing committees shall have and
may exercise such powers as shall be con-
ferred or authorized by the bylaws
The board of directors may appoint not
only other officers of the company, but
also one or more vice presidents, one or
more assistant treasurers and one or more
assistant secretaries, and to the extent
provided In the bylaws the persons so
appointed, respectively, shall have and may
exercise all the powers of the president.
of the treasurer and of the secretary, re-
spectively.
The board of directors shall have power
from time to time TO fix and to determine
and to vary the amount of the working
capacity of the company and to direct and
determine the use and disposition OF any
surplus or net profits over and above the
capital stock paid In, and In its discretion
the board of directors may use and apply
any such surplus accumulated profits la
purchasing acquiring it's bonds or other
obligations or shares of its own capital
stock to such extent and in such manner
and upon such terms as the board OF direc-
tors shall deem expedient, but shares of
such capital stock so purchased or acquired
may be resold unless such shares shall
have been retired for the purpose of de-
creasing the company capital stock as pro-
vided by law.
The board of directors from time to time
shall determine whether and TO what ex-
tent and what time and places. and under
what conditions and regulations the ac-
counts and books of the corporation or any
OF them shall be open to the inspection
of stockholders, and no stockholders shall
have any right to inspect any account OF
book or document of the corporation, except
as conferred by statute 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
rake bylaws and from time to time may
alter. amend or repeal any bylaws; but
any bylaws made by the board of direc-
tors may be altered or repealed by the
stockholders at any annual meeting or any
special meeting. providing notice of such
proposed alteration or repeal be included
III the notice of the meeting.
The papers were signed by Charles c.
Cuff. j. Curtis and Charles MacVeagh
and sealed and delivered in the presence
OF Francis I.ynde Stetson and Victor Mora
wetz The filing of the certificate is certi-
fled TO by George Holmes, master in chan
Gerry of New Jersey; Maurice j. Stack.
state clerk, and George Wurtz, secretary
o. state