The herald., 1911-08-24
ARTICLE VI.


ARTICLE VI.
. The business and affairs and corporate
powers OF this corporation shall be transact
ed by a board OF directors composed Of not
less than three directors nor more than five
directors to be composed Of stockholders OF
this corporation. The stockholders may at
any annual meeting elect less than five di-
rcctors and the directors thus elected at
any annual meeting may, prior to the next
annual meeting, elect one or more addi-
tiOnal members OF the board Of directors 50
as 10 make the board Of directors not more
than five. The directors, whether elected
by the stockholders or by the board Of di-
r%ectOrs. shall be elected by a majority Of the
votes at a meeting OF the stockholders or OF
the directors, as the ease may be.
Whenever the board Of directors consists
OF five members, the quorum thereof shall be
three members but whenever the board Of
directors consists Of less than five members
the quorum thereof shall be two Members.
+. j. Bel. as president !. l.. Many, as
vice president, and W. I. Hall, as secretary
treasurer, shall constitute the first board Of
directors. and they shall hold Office until
the second Monday in August, 1912, or I'M
til their successors are elected and qualified {:
each subsequent board shall take their seats
Immediately, or as soon after as practicable,
and shall hold their Offices until their sue
ccsSors shall have been elected and quail
fed.
on the second Monday in August. 1912.
and annually thereafter an election for di-
rectOrS by the stockholders shall be held at
the office OF the company after ten days
written notice or printed notice shall have
been mailed to each stakeholder or subScrib-
er 10 stock AT their respective addresses ap-
pearing on the books of the company. Every
board OF directors shall at its first meeting
after its election, or as soon thereafter as
practicable. elect n president. a vice-preSi-
dent and a Secretary-treaSurer from their
own number.
\ failure to elect directors on the date
above specified shall not dissolve the corpO-
ration. hut the then existing board of di-
reCtOrS shall continue to hold their offices,
and another election shall he held as soon
thereafter as practicable at a time to be
fixed by the board of directors then in office,
whereof five days prior notice shall be
given in the manner above provided. which
said notices shall be full and complete no
tice to all stockholders Of such meetings.
In the event no election takes place at
the second meeting. the board then in office
shall hold over until the next annual meet
Ing or until their successors are duly elected
and qualified.
Any director may at any time give his
proxy or power OF attorney in writing to
"ny other stakeholder or any other member
u the board Of directors. 10 represent him
at any or all meetings OF the board Of di-
r%ectOrs. and in such cases the proxy, wheth-
cr held by another stakeholder or another
director. shall in every respect count for all
purposes as If said director were personally
present.
ANY vacancy occurring in said board Of
directors. from any cause. shall be filled by
the remaining directors. The board of di-
rectOrS may make such bylaws, rules and
regulations as they may think proper for
the transaction of the business and affairs
Of said corporation. and change, alter and
amend the same at pleasure, and shall exer-
else all the powers of this corporation or
may delegate the same to one or more Off
rprs at its pleasure appoint and fix the
salaries OF all officers, clerks and employees.
not herein mentioned. the same to change
or dismiss at pleasure fix the salaries of
the officers provided for herein sell. con-
vey. mortgage, pledge, lease and purchase
rights. privileges, franchises, property, NOV
able. immovablc and personal: borrow mo-
ney. issue notes and bonds make contracts
and sign or cause to he signed by officers or
directors specially or generally authorized
by the board Of directors, all necessary acts,
deeds, etc, and adopt a corporate seal, the
same to change or alter or dispense with at
} pleasure and to do all things which may be
necessary TO be done in the management of
J said business and permitted by the laws ap-
{ plicable to corporations.
; ARTICLE VII.
No stakeholder shall he allowed TO dis.
pose. directly or indirectly, in whole or in
part, of the shares OF stock held or owned
r by him without first giving written notice
10 the secretary of this corporation OF the
/ intention of such stakeholder to dispose of
, his shares of stock in whole or in part.
| which notice shall state the number of
shares proposed TO be sold and the price at
which such stakeholder proposes to sell, and
whether or not he has received a bona tde
offer for any portion OF the shares of stock
proposed TO he sold. If such bona tide offer
has been made. the notice shall state the
highest price offered for said stock and the
name of the person offering the same. II
the offer be in writing, IL must accompany
the notice.
The secretary shall thereupOn transmit to
each stakeholder a copy Of such notice, GER
titled by him TO be correct. During the M
teen days subsequent to the said notice, by
the said stakeholder to the secretary, the
other stockholders OF this corporation shall
have the privilege and option of purchasing
the shares of stock proposed to be sold at
the price named in such notice, or at the
highest price offered by any bona fde pur-
chaser. If, however, the prices above men
toned exceed the value of such stock as
shown by the books Of this corporation at
the end of the fiscal year Immediately pre-
ceding the notice, then and in that event
t the stockholders shall have the privilege
and option of purchasing the shares of stock
proposed to be sold at their book value as
herein stated. Should more than one stock
holder desire to purchase said stock at such
price, the shares of stock proposed to be
5 sold shall he proportionately divided among
{ such stockholders as desire to purchase the
same and give notice to the secretary TO
that effect prior to the expiration of fifteen
r days as above provided for. II none OF the
stockholders elect to purchase the said stock
) within the time above provided the stock
I, holder proposing to sell shall have the prlvii-
, lege and is authorized to sell the stock
5 about which he has given notice, in accord
r ance with the terms and conditions OF the
E notice given him, and not otherwise. Inc
officers of this corporation are hereby pro.
: hibited from issuing certificates Of stock sold
contrary to or In conflict with the provision
? of this charter.
ARTICLE VIII.
This charter may be changed, modified OF
altered. or said corporation may be dissolved
d with the assent Of three-quarters of the
!, amount of stock present or represented. al
any general meeting Of said corporation,
convened for such purpose, after ten days
: previous notice shall have been given In the
manner provided In Article VI Of this char
I ter.
4 Rut any and all meetings Of stockholders
! whether for purposes Of liquidation or fol
any other purpose, may be held at any time
r without notice by unanimous consent of al
stockholders, in writing, filed with the sec