The oasis., 1905-01-14

disffiot mnu.elDai rpftofaflan of public sf | private corporation fheffOi subject t0 tHe laNs oi eng such siafe 0r foreign country,
 Without iimit as io amounts. Co draw. mnka accept. endorse diseuunt execute ana lssue pfoWissory notes. drfits biils of exchange, warrants bonds. iehentures. sn1 other nee0 ' tieble and transferable instruments, so iar as the same nay be permitted by She laws oi tue state 0f New Jersey.
 70 issue bonds. and Co sell or hypothccate 1 the same. and Co secure payment oi the sBiua | by mortgage or otherwise upon all or any ot | the property oi the Corporation
 To sell Or issue any or ail of lts capital stock ! or any bonds ,dehentures, ,or other evidences Of ! indebtedness authorized by ts Board 0f Diree- f tors, in payment for the goodwill. rights, Ousi- ness personal property, real estate, or leases thereon, 0i any person, firm association or cor ! poration, and the judgment of its Board of 1 Directors as to the yaiue of such goodwill rights business, real estate, or leases thereon, shall in Che absence of fraud, be conclusive l To remunerate any person persons or corpor atiOn for services rendered or 70 be rendered I in placing or assisting t0 place, or guarantee 1 ing the placing of any 0f the shares Ui the tompany'S capital stock, or any debenture, bonds or other securities Of the cOnpany, in or about the formation or promotion oi the COm- pAny, the selection and procurement of Direc tors for the conduct of It's business, upon such terms as the Board oi Directors or Executive Committee may determine and direct. l To guarantee the payment 0i dividends or interest en any shares, stocks, debentures or other securities named by, or any other con
 
 ever proper or necessary for the business of the Company upon such terms and conditions and in such manner AS may be prescribed by the bylaws or by resolution of the Board of Direc- tors or Executive Committee.
 To hold, purchase, or reissue and sell the shares of its capital stock.
 10 do alAana everything necessary, suitable or proper tor the accomplishments 0t any 0t the purposes aF the attainment Of any one CT more of Xhe objects herein enumerated, Dr which shail ~ any time appear eunsNe5 5ye 9f eK- pedient fofthe pFoEessl9n E pg.ssll @ ~ ' party in any property md, ill gas1hral, to car ry on any busimess, Wllpther Manufacturing, mining or otherwise permitted by the laws oi
 To have offices and to carry on business with out restriction as to extent, state, place or country.
 TO do any or 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
 i In general, to carry on, in connection with 1 the objects powers, purposes and business above set forth. and any other business what soever, and with all the powers conferred by the laws 0f New Jersey upon corporations un- 1 der the act hereinbefore referred to.
 1 It is the intention that the objects specified ! in this Article shall, except where otherwise expressed therein, be in nOWse limited or re- stricted by reference to or by inference from the terms of any other paragraph or clause of 1 this Certificate of Incorporation, but that the objects specified in each of the clauses Of this Certificate and the powers described in each | of the paragraphs, Of this Certificate shall be regarded as independent objects and powers. 1 THIRD T.e stock of this company is of two ] kinds, to-wit: Common Stock and Preferred Stock. The total amount of authorized stock 1 is one million. five hundred thousand dollars ! ($l. .5000 000l divided into fifteen thousand shares 1 (l5,000i of one hundred dollars E$loU each Of l the total authorized ca pital stock one million, I xyn thousand /. 250. .000) will be common stock, and two hun dred fifty thousand dollars (S250000 will be 1 preferred stock. The preferred stock will have preference over the common stock m respect l to dividends, and the holders thereof shal be 1 entitled to receive in each year. out of the accumulated profits Of the Company, in excess of any sum which shall have been fixed and reserved as working capital, non-cumulative dividends of six per centnm per annum, pay able quarterly, semi-annually or annually, as the Directors may, from time to time. deter mine, before any dividend shall be set apart oI paid on the common stock of the Company 1 After dividends at the rate of six per centum 1 per aunum from the profits Of the Company i for any year have been paid upon the preferred i 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- 1 ferred stock and six per cent per annum de- clared and paid in dividends upon the common stock for any one year, any remaining pr0hts for the year which, within the discretion ol
 
 ends shall be paid upon the preferred and common stock alike
 In case of liquidation or dissolution of tho Company, the holders Of preferred stock arc entitled to be paid in full up to the par value of their preferred shares before any amount it paid to the holders of common stock. Int Company may purchase and retire the pre- ferred stock, or any portion thereof, at any time after the first day of July l907, by paying the holder or holders thereof the par value ana five per centum thereof in addition thereto
 Provided, that in case any portion of sucf preferred stock shall be so purchased, the sam' shall be purchased from each holder. pro rata in proportion to the amount held by him. Int voting power of the Company is vested in thu holders of preferred and common stock alike and all such holders shall be entitled to cas one vote either in person or by proxy for eacl share Of common stock and one vote for eaci share of preferred stock held by him.
 FOURTH The management and control o the business. property and affairs Of the cor poraton shall be vested in and be conducted by Board of Directors of not less than thre G3) members. as fixed by the Bylaws, who shal be elected at the annual meeting of stockhold CTS, except the first Board which shall b chosen at meeting of the incorporators dul.