The herald., 1911-01-19
ARTICLE V.

All the corporate powers of this corpOr-
alton shall be- vested in, and exercised by
a Board of three directors. who shall each
he a stakeholder in this corporation, ma
iority OF whom shall constitute quorum
for the transaction of all business, and a
majority vote at any meeting shall de
eide all questions voted upon.
Said directors shall be elected annually
from the stockholders on the first Tuesday
OF January of each year, after due notice
Of said meeting shall have been given to
each stakeholder, sent by mail to his last
known address, ten days prior to the said
election held, which said notice, or any
other notice required by this charter may
be waived in writing
At said election, and at all other meet
ings Of the stockholders. the vote shall be
by ballot. and each share of stock shall be
entitled TO one vote to be cast by the owner
in person or by written proxy. The ma,
jority Of stock, voted at any stockholders
meeting shall decide all questions voted
upon, except as otherwise provided.
The officers of this corporation shall be
President, a Vice President. and Sec
rotary Treasurer. The first Board or Dlrec,
tors of this corporation is hereby declared
to be: John F. Payne, W. L. McWhite,
and Walter b. Chilean; with the said John
+. Payne as President. the said W. l.. Nc
White as Vice President, and the said
Walter Il. Chilean as Secretary-Treasurer.
Which said Board and officers shall hold
their respective offices until the first Tues
day in January, 1911, or until their sue
which said date, and annually thereafter:
the stockholders shall elect a board of
three directors. as herein provided, and
said board shall. within two days after
number a President and Vice President
They shall also elect Secretary-Treas-
urer. who may, or may not. be member
of said board or a stakeholder. in the dis
erection of the Board of Directors. fail
ure to hold an annual election or TO elect
officers as herein provided for, shall not
result in the dissolution of this corpora
tion. but the then Board of Directors and
until their successors shre duly elected.
ANY vacancies occurring on said Board
OF Directors shall be filled by the remain
ing members of said board fer the unex-
pired term, at a meeting called for that
purpose, after ten days prior notice in
writing sent by mail to said directors at
their last known addresses. and II the said
hoard fails to elect at said meeting, then
holders at a special meeting called for that
purpose in the manner herein provided Tor
the election of directors.
The said Board OF Directors shall have
the power TO make all bylaws, rules and
regulations for the proper management and
conduct of the affairs of this corporation,
and to change, alter. amend or abolish the
same at pleasure, and shall have and ex-
ercise all the powers conferred by law on
this corporation and as set forth in this
charter.
The said Board Of Directors may also
delegate any Of said powers in the trans
action OF the business of this corporation
to committees Of their own body, or to the
officers and agents Of this corporation.
All the employees of this corporation,
other than the elected officers. shall be con-
sidered as employed by the month. unless
otherwise specifically contracted with in
writing.
II shall be the duty of the President Of
this corporation. or in the event of his in
fsTnaf 20
call special meeting OF the Board Of Di-
rectOrs OF the stockholders. on a written
request to that effect, signed by two direc-
tors. or upon the written request Of ten
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