The herald., 1911-09-07
ARTICLE VI.

ARTICLE VI.
The business and affairs and corporate
powers OF this corporation shall be transact
ed by 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 d-
rectOrs and the directors thus elected AT
any annual meeting may, prior to the next
annual meeting, elect one or more add-
tiOnal members OF the board Of directors 50
as TO make the board Of directors not more
than five. The directors, whether elected
by the stockholders or by the board Of di-
rectOrs, shall be elected by ma iority Of the
votes at meeting Of the stockholders or Of
the directors. as the case 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.
f. T. Bel, as president j. l.. Many, as
vice president. and W. Il. Hall, as secretary
treasurer, shall constitute the first board of
directors, and they shall hold office until
the second Monday In August, 1912. or un-
I'll 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 d.
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 to 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 a president, vice presi-
dent and secretary treasurer from their
own number.
failure 70 elect directors on the date
above specified shall not dissolve the cOrpO-
| ion lta~ Nhn 10 han Of III
| rectOrs shall continue TO hold their offices,
| and another election shall be 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 al
| 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
/ any other stOcknoder or any other member
| of the board of directors. to represent him
at any or all meetings Of the board Of di
| rectOrs. and in such cases the proxy, wheth
| er held by another stakeholder or another
| director. shall in every respect count for al
purposes as II said director were personally
| present.
| ANY vacancy occurring in said board Of
| directors. from any cause, shall he filled by
| the remaining directors. The board of di
rectors may make such bylaws, rules anC
| regulations as they may think proper fol
| the transaction of the business and affair:
Of said corporation, and change, alter anC
| amend the same at pleasure, and shall exer
else all the powers OF this corporation ol
may delegate the same to one or more Off
| GERS at its pleasure; appoint and fix thu
| salaries OF all officers, clerks and employees
not herein mentioned. the same to chang'
| or dismiss at pleasure; fix the salaries o.
the officers provided for herein; sell. con
| yey, morris gage, pledge, lease and purchase
rights, privileges, franchises, property, NOV
able. immOvable and personal; borrow mo
ney, issue notes and bonds; make contract
and sign or cause to be signed by officers o
directors specially or generally authorizes
by the board OF directors. all necessary acts
deeds, etc, and adopt a corporate seal, tn
same to change or alter or dispense with a
pleasure /; and to do all things which may b
necessary to be done in the management o
said business and permitted by the laws ap
plicabe to corporations.
ARTICLE VII.
No stakeholder shall be allowed to dis
pose, directly or indirectly, in whole or II
part, OF the shares of stock held or owne
by him without first giving written motto
to the secretary of this corporation OF tn
intention of such stakeholder to dispose o
his shares Of stock in whole or in part
which notice shall state the number o
shares proposed TO he sold and the price a
which such stakeholder proposes to sell, an
whether or not he has received bona fid
offer for any portion Of the shares of stoc
proposed to be sold IL such bona fide ohe
has been made. the notice shall state tn
highest price offered for said stock and tn
= name of the. person offering the same
|. the offer be in writing, 1t must accompan
the notice
The secretary shall thereupon transmit t
each stakeholder copy of such notice, Gel
titled by him to be correct. During the III
teen days subsequent to the said notice, b
the said stockholder to the secretary, IN
, other stockholders Of this corporation shal
: have the privilege and option of purchasin
the shares of stock proposed to be sold a
the price named in such notice, or at tn
highest price offered by any bona fide pun
chaser II, however, the prices above meI
toned exceed the value of such stock a
shown by the books of this corporation a
the end of the fiscal year Immediately pre-
ceding the notice, then and In that even
the stockholders shall have the prlvileg
and option Of purchasing the shares OF stoc
proposed to be sold at their book value a
herein stated Should more than one stocl
holder desire to purchase said stock at sue
price, the shares Of stock proposed TO
sold shall be propOrtionately divided anon
such stockholders as desire to purchase tn
same and give notice to the secretary I
that effect prior to the expiration OF hftee
: days as above provided for II none Of tn
stockholders elect to purchase the said stoc
) within the time above provided the stoci
, holder proposing to sell shall have the priv
lege and is authorized to sell the stoc
) about which he has given notice, In accord
r ance with the terms and conditions of IN
2 notice given him, and not otherwise. In
officers of this corporation are hereby pr
: hibited from issuing certificates of stock sol
contrary to or in conflict with the proylSlo
7 of this charter.
ARTICLE VIII.
This charter may be changed, modified q
altered, or said corporation may be dissolve
with the assent Of three-quarters of tn
, amount of stock present or represented q
: any general meeting Of said corporation
? convened for such purpose, after ten day
: preyious notice shall have been given In tn
] manner provided in Article vi Of this cha
I ter.
] But any and all meetings Of stakeholder
whether for purposes Of liquidation or fC
I any other purpose, may be held at any tin
r without notice by unanimous consent or
] stockholders, In writing filed with the Sc
Is rotary.
, ARTICLE TX.
: Whenever this corporation Is dissolve
: either nv Limitation or from other cause, II
s affairs shall be liqudated under the superb
4 tendence OF two stockholders to be chose
e for that purpose by a majority In amount I
: the stockholders present or represented at
v general meeting OF the stockholders
d which the election Is held. Said commf
e sloners shall remain In office until the a
e fairs of said corporation shall have bee
fully liauidated. In case OF the death
/ nj nf