The oasis., 1905-01-21


 ~ NNs sHNa a5aft 8f infsitN annnfff WItNu0t IlHif as fo tmsunts ie draw. IuuHel afcepi endorse 9isepunt eyreuio ana issue pfpMissofF aefts 4fnlfs, bIis oi exebeHRe. WHrfapts. bonds, dobeufufes. aud other uetu ! tiphIe an1 transferable Instruments. 70 far t4 the same ioay he permitted by the lawE 0i tne | To issue bonds. and Co sell or aypothccste ! the same. and tO secure payment Of ihe same | by mortgage CT otherwise upon HN or any of ! the property Of the Corporation.
 To sell or issue any or all of its capital stock or any bonds, ,dcbentnres, ,Or other evidences of | indebtedness authorized by It's Board of Direc- tors, in payment for the goodwill, rights, busi ness, personal property real estate, or leases thereon. oi any person, firm association or cor pOration. and tEe judgment of it's Board of Directors as to the value of suek goodwill, rights, business, real estate or leases thereon, shall, in the absence of fraud, be conclusive To remuperate any person, persons or eorpOr- ati0n for services rendered or to be rendered in placing or assisting to place, or guarantee ing the placing of any of the shares Of the Company's capital stock, or any debenture, bonds or other securities of the company, in or about the formation or promotion of the Com pany, the selection and procurement of Direc tors for the conduct of it's sifiese, upon such terms as the Board of Directors or Executive Committee may determine and direct.
 FO guarantee the payment of dividends or interest on any shares, stocks debentures or other securities named by, or any other con tract or obligation of, any corporation when ever proper or necessary for the Business Of the Company upon such terms and conditions and i'll such manner as may be prescribed by the bylaws or by resolutiOnsOf the Board of Direc- tors or Executive Committee.
 To hold, purchase or reissue and sell the shares of it's capital stock.
 To do all and c gerything necessary, suitable or proper for the acc0mpl plishment of any Of the. purposes or the attainment of any one or more of the objects herein enumArated. or. which shall at any time appear conduct va Or ex pedient for the protection pr benefit of Kherr- poration. either as holder of or as interegted rfx i'm as4xy rte a.A " on any business, whether manufacturing, mining or otherwise, permitted by the laws of this sJate4
 To have offices and to carry on business with out restriction IS to extent, state, place or country.
 To do any all of the things herein set forth to the same extent as natural persons might or could do, and in any part of the world, either as principals, agents, contractors, trustees or otherwise, and either alone or conjointly with others.
 the objects, powers, purposes, and business above set forth, and any other business what soever, and with all the powers conferred by the laws of New Jersey upon corporations un- der the act hereinbef0re referred to.
 It is the intention that the objects specified in this Article shall, except where otherwise expressed therein, be in n0wise limited or re- Strlcted by reference to or by inference from the terms of any other paragraph or clause of this Certificate of Incorporation, but that the objects specified in each Of the clauses oi this
 
 of the paragraphs, of this Certificate shall be regarded as independent objects and powers.
 THIRD. Tee stock of this company is of two kinds, to-wit: Common Stock and Preferred Stock The total amount of authorized stock is ore million, five hundred thousand dollars ($l,500,000) divided into fifteen thousand shares (l5,000a of one hundred dollars {$l0O each or the total authorized capital stock one million, two hundred and fifty thousand dollars ($i,- 250,00Ol will be common stock, and two hun dred fifty thousand dollars ($250 000l will be preferred stock. The preferred stock will have preference over the common stock in spect to dividends, and the holders thereof shall be entitled to receive in each year, out of the accumulated profits Of the Company, in excess oi any sum which shall have been fixed and reserved as working capital, n0n-cnmulative dividends of six per centum per annum, pay able quarterly, semi-annualiy or annually, us the Directors may, from time to time, deter mine, before any dividend shall be set apart or paid on the common stock of the Company. After dividends at the rate of six per centusn per aunum from the profits of the Company for any year have been paid upon the preferred stock, dividend of not to exceed six per cent. per annum may be paid upon the common stock. After six per cent per annum has been declared and paid in dividends upon the pre-. ferred stock and six per cent per annum de- clared and paid in dividends upon the common stock for any one year, any remaining profits for the year which, within the discretion of the Board, may be declared and paid as dlyid- ends shall be paid upon the preferred and common stock alike.
 In case of liquidation or dissolution of the Company, the holders of preferred stock are entitled to be paid in full mp to the par value Of their preferred shares before any amount is paid to the holders of common stock. The Company may purchase and retire the pre- ferred stock, or any portion thereof, at any time after the first day of July 1907, by paying the holder or holders thereof the par value and five per centum thereof in addition thereto.
 Provided, that in any portion of such preferred stock shall be so purchased, the same shall be purchased from each holder, pro rata, in proportion to the amount held by him. The voting power of the Company is vested in the holders of preferred and common stock alike, and all such holders shall be entitled to cast one vote either in person or by proxy for each share of common stock and one vote for each share of preferred stock held by him.
 FOURTH The management and control Of the business, property and affairs of the cor poration shall be vested in and be conducted by a Board of Directors of not less than three (3) members. as fixed by the Bylaws who shall be elected at the annual meeting of stockhold- CTS, except the first Board which shall be chosen at | meeting of the incOrporators duly called and held in accordance with law.
 The officers of the Com pany shall consist of