The oasis., 1907-02-09

lna tuWifi Zen fh0usNnd shHfps fOunW shail hc Known and designated Hs tumtn Stock" 1f Che corporation and as such ahall bp entitled todividends lu conjunction witp the preferred stock uf the corporation after the priority pay meut of divideuds 0i eight (sl per Ccntum pef annum from Che earnings Of Che corporation shall have been paid un Inc issued preferred shares as hereinafter provided, and Three thousand (fO0W shares Of the capital stock of the corporation shall be known and designated as "COuvertihle. Cumulative, Eight Percent Preferred Annual Dividend stock and as such it shall have preference and priority over the Common Stock Of the corporation, in the ap. portionment of the corporations earnings, Co the extent of Eight (S) per ceutum per annum and the payment of any and all accumulated dividends thereon tO be payable annually on it's par value when issued, and in case Of ad- verse or amicGblc dissolution or examination of this corporation, it shall iu addition have the further preference in being considered, when issued, prior lien to the extent of it's par value and cumulative interest as Co any and all of the corporations rights properties and assets as against any rights or interests whatsoever attaching to the Common stock. all of which conditions shall be provided and specified in said Preferred Stock Certificates. A further provision of said Preferred stock Certificates shall be- that the holders thereof, at their option, may convert the same into the Common Stock of the corporation, and the basis of such conversion shall Ss one share of Common for one share of Preferred. and when so converted said Preferred shares shall be re- tired and cancelled It is the further intention of the lncOrporators that these Articles of In corporation shall make the duty mandatory on the present and all future Board ot Direct ors of this Corporation to set asi1e. during each year of it's existence, or until such time as all of the shares of Preferred Stock of the corporation is converted into Common Stock and retired sufficient of the first gross earnings of the corporation in each year to liquidute such annual dividend charges and any cumulated dividen thereon may be due or maturing during said year on the issued Pre- ferred shares
 At such times and under such conditions as the Board of Directors may direct, such capital stock shail be paid into the Corporation, either by cash or by the sale and transfer to 1t of real or personal property or services for the use and purpose of said corporation, in payment of which shares of the capital stock shall be is- sued, and such stock when issued shall be fully paid and non-assessable, and the judgment of the Board of Directors as to the value of the property purchased or services rendered shall be- in the absence of actual fraud, conclusive.
 The capital stock may be increased or de- creased by the affirmative vote of the majority of the stock then issued; but in case of the in- crease of the capital stock, each shareholder ot either Of the Common or Preferred shares shall have the priyilige of subscribing for such number of the proposed increase as he may be entitled to according to the number of shares held by him as evidenced by the Records of the company before the stock is increased.
 ARTICLE VI. The business affairs of this cor pOTatiOn shall be conducted by Board of Di- rectors consisting of not less than three nor more lndM GltNtn IltuDtIss tdfn Ol NliNuI shall be shareholder, and whenever a Di- rector ceases to be stockholder he shall at the same time cease to be Director.
 They shall be elected annually by the stock holders at their annual meeting, which shall be held on the first Monday in January, 1908, and OF said date each year thereafter. and said meetings to be held in any of the offices of the company and they shall hold their offices until their successors are duly elected and qualified.
 Bylaws of this corporation in the election of Directors shall provide, that the vote of any stockholder may be cast in person or by writ ten proxy, which written proxy. when once executed shall continue in force until revoked in writing and such revocation filed with the Secretary of the corporation.
 Any vacancy in the Board of Directors may be filled by the remaining members of the Board by appointment from among the stock holders and such appoiu tment shall be for the unexpired term Of which the appointment is made.
 The first Board of Directors shall consist of the following persons, to-wit: Charles W. Bolen Cyrus J. MitZel, Benjamin s. Phillips John Glasson and H. Gordon Glore.
 The present Board of Directors are empow- cred to add to the Directorate, at any time prior to the Annual Stockholders meeting, to be held on the first Monday in January. 1908. six new members \ majority of the Board of Directors shall constitute quorum for the transaction of all business
 The Directors shall have full power and authority to adopt By laws and to change and amend the same as they deem expedient
 It shall be duty mandatory on the Board of Directors of this corporation, to annually set a. side, sufficient amounts in cash from the corpor- ations first gross earnings, tO be applied to the exclusive purpose of liquidating all interest or dividend charges. matured or maturing during the year on any and all nf it's issued and out standing Preferred Stock.
 All earnings of the corporation, excepting so much thereof as may have been, or from time to time is deemed expedient and neces sary by the Board of Directors to be set aside for the future successful conduct of its busi- ness, payment of liabilities purchasing, equipping, developing Improvements, en- largements, operations and for sinking fund or reserve purposes must be divided annually by means of Dividends declared on the stock at the annual meeting. Said earnings to be first apportioned to the extent of Eight per centum per annum on the par value and pay ment of accumulated dividends if any on the outstanding issued Preferred Stock, all pro- vided in Article herein.
 ARTICLE VII. Within reasonable time after the election of any Board of Directors, they shall meet at any of the offices of the corpora tion and elect the officers of the corporation, which shall be a President, VicePresident