The herald., 1911-01-26
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 stakeholder in this corporation, ma
ioritv OF whom shall constitute quorum
for the transaction of all business, and
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
known address, ten days prior to the said
election held. which said notice. or any
other notice required by this charter may
he 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, Inc ma.
jority Of stock, voted at any stOckh 3lderS
meeting. shall decide all questions voted
upOn, except as otherwise provided.
The officers of this corporation snail be
a President, Vice President, ana sec
tors of this corporation is hereby declared
to be: John F Payne, w. L. McWhlte,
and Walter B. Chilean; with the said John
+. Payne as President, the said W, L. Ne,
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 hrst tues
day in January, 1911, or until their sue
cessors are duly elected and qualified at
which said date, and annually thereafter:
the stockholders shall elect board OF
three directors. as herein provided, ana
said board shall. within two days after
their election. elect from among their
number a President and Vice President
They shall also elect a Secretary-Ireas-
urer, who may, or may nor; De menl I'a
erection of the Board of Directors. fall
ure TO hold an annual election or to elect
officers as herein provided for, shall not
ton. but the then Board of Directors and
officers shall hold their respective ofhces
until their successors are duly elected.
Any vacancies occurring on said Beard
ing members of said board for 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 if the said
board fails to elect at said meeting, then
the election may be made by the stock
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.
1t shall he the duty of the President OF
this corporation. or in the event Of his In
ability TO act then the Vice President, TO
call a special meeting OF the Board or Di-
rectors of the stockholders. on a written
request to that effect, signed by two direc-
tors or upon the written request of ten
per cent of the stock issued