The oasis., 1905-01-28

| NEN"Hte I|fHftIH EH|f.lf. fHHNHf NN tiIt IHHt f 1f HnY sufb state 1f lgfHIga country
 Without llinit as lo amounte t0 draw. muke. | fecepfs endorse. discount execute aud Issue | promiseafy uotes. dfHifs. bills 0f exchange i wHffants. bonds. debenfufes. and other ueaV
 llebie and transferable instruments, so iar as
 the same i0ny De permitted by Che laws of the
 state of New Jersey
 TO Issue bonds and to sell or hyp0thecafc
 thc same. aud Co secure payment ol the same ! by mortgage or otherwise upon all or any of
 the property of Che Corporation.
 To sell or issue any or all of its capital stock
 or any bonds ,debcntures, ,0r other evidences Of 1 indebtedness authorized by its 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 the judgment of it's Board of | Directors as Go the value of such g0od-wi. E
 rights, business, real estate, or leases thereon,
 shall, in the absence Of fraud, be conclusive l To remunerate any person persons or corpor-
 at0n for services rendered or to be rendered 1 in placing or assisting Co place, or guarantee ing the placing ot any of the shares 0i the mpHny's capital stock, or any debenturc bonds or other securities Of the company in or about the formation or promotion oi the Com pany, the selection and procurement of Direc tors for the conduct oi its business upon sucl terms as the Board of Directors or Executive Committee may determine and direct.
 To 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 in such manner as may be prescribed by the bylaws or by resolution of thesBoard of Direc- tors or Executive Committee.
 To hold, purchase, or reissue and sell the shares of its capital stock.
 To do all and gerythlng necessary, suitable or proper for the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated, or which shall at any time appear conducive or ex- pedient for the protection or benefit of the cur poration, either as holder of or as interested party in any property and, in general, to car ry on any business, whether manufacturing, mining or otherwise, permitted by the laws of this state,
 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 conlointly with others.
 In general, to carry on, in connection with 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 hereinbefore referred to-
 It IS the intention that the objects specified in this Article shall, except where otherwise ex pressed therein, be in noWise limited or re- stricted by reference to or by inference from the terms of any other paragraph or clause of this Certificate of Incor poration but that the objects specified in each of the clauses oi this Certificate, and the powers described in each of the paragraphs, of this Certificate shall be regarded as independent objects and powers
 THIRD T..e stock of this company is of two kinds, to-wit. Common Stock and Preferred Stock. The total amount of authorized stock is one million, five hundred thousand dollars .501,000) divided into fifteen thousand shares tl5 OO0g Of one hundred dollars fxlVU each. Of the total authorized capital stock one million two hundred and fifty thousand dollars ($t- 250,00O) Will be common stocK and two hun dred fifty thousand dollars {$250, ,000 will be preferred stock. The preferred stock will hava preference over the common stock in respect to dividends, and the holders thereof shall be entitled to receive in each year, out Of the accumulated profits of the Com pany, in excess of any sum which shall have been fixed and l reserved as working capital, n0n-cumulative dividends of six per centum per annum, pay able quarterly, semi-annually or annually, as 1 the Directors may from time to time. deter
 mine, before any dividend shall be set apart or 1 paid on the common stock of the Company. After dividends at the rate of six per centuin 1 per aunum from the profits of the Company i for any year have been paid upon the preferred stock, dividend of net to exceed six per cent. per annun may be paid upon the common stock. After six per cent per annum has been 1 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 divid- 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 up 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, Ut any time after the sst day of July 1907, by paying the holder or holders thereof the par value and five per centun thereof in addition thereto
 Provided, that in case any portion of such preferred stock shall be so purchased, the same shall be purchased from each holder, pro ra ta, in proportion to the amount held by him. The voting power of the Company is vested in the 1 holders of preferred and common stock alike,
 and all such holders shall be entitled to cast one vote either ill person or by proxy for each
 share of common stock and one vote for eac h
 share of preferred stock held by him.
 FOURTH. The management and control of l the business, property and affairs of the cor 1 poraton shall be vested in and be conducted | by Board of Directors of not less than three l (3l members, as fixed by the Bylaws, who shall
 be elected at the annual meeting of stockhold- l CTS, except the first Board which shall be l chosen at meeting of the incorporators duly l called and held in accordance with law