The herald., 1911-08-31

them, ana WnlCD auultlOn1l SnareS snail De
paid for as the board OF directors may di-
rect. After the expiration OF said time the
board Of directors may dispose of the shares
not taken, for the benefit OF the company in
such manner and on such terms and cOndi-
tions as they may think proper.
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 add
tiOnal members OF the board Of directors so
as 10 make the board OF directors not more
than five. The directors, whether elected
by the stockholders or by the board OF d.
rectOrS, shall be elected by a majority OF the
votes a a 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
the quorum thereof shall be two members.
+. T. Bel, as president: J. l.. Many, as
vice-president. and W. 4. 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 qua lifted
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-
or 10 stock at their respective addresses APP
pearing on the books OF the company. Every
board OF directors shall al its first meeting
after It's election, or as soon thereafter as
practicable. elect president. vice presi-
dent and a secretary-treasurer from their
own number.
4 failure to elect directors on the date
above specified shall not dissolve the COrpO-
ration, but the then existing board of di-
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 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
any other stakeholder or any other member
Of the board OF directors. 10 represent him
at any or all meetings OF the board OF d.
rectorS. and In such cases the proxy, wheth-
or held by another stakeholder or another
director. shall in every respect count for all
purposes as II said director were personally
present.
Any vacancy occurring in said board of
directors, from any cause, shall be hlled by
the remaining directors. The board Of d.
rectOrS may make such bylaws, rules and
regulations as they may think proper for
the transaction of the business and affairs
fnvN and ahn oil NJ
amend the same at pleasure, and shall exer-
else all the powers Of this corporation OF
may delegate the same TO one or more Off
GERS ar 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
able, immovable and personal; borrow mo
ney, issue notes and bonds; make contracts
and sign or cause TO be signed by officers o.
directors specially or generally authorize,
| by the board OF directors, all necessary acts
deeds, etc. and adopt a corporate seal, thu
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
plicable 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 or 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 be sold and the price
which such stakeholder proposes to sell, an
whether or not ne has received bona nd
offer for any portion Of the shares of stocl
proposed to be sold. II such bona fide offe
has been made, the notice shall state IN
| highest price offered for said stock and tn
name Of the person Offering the same.
the offer be in writing, it must accompan.
| the notice.
The secretary shall thereupon transmit t
each stakeholder a copy of such notice, Ger
| titled by him to be correct. During the nj
! teen days subsequent to the said notice, b.
the said stakeholder to the secretary, tn
other stockholders Of this corporation shal
have the privilege and option of purchasing
| the shares Of stock proposed to be sold a
| the price named in such notice, or at IN
| highest price offered by any bona tide pur
chaser. If, however, the prices above men
toned exceed the value of such stock a
| shown by the books of this corporation
the end of the fiscal year Immediately pre-
ceding the notice, then and In that even
| the stockholders shall have the privileg
and option Of purchasing the shares OF stocl
| proposed to be sold at their book value a
herein stated. Should more than one stock
holder desire TO purchase said stock at sue
/ price, the shares slOCh pLOpOocu " "
sold shall be proportiOnately divided anon
| such stockholders as desire to purchase Tn
same and give notice to the secretary Z
that effect prior to the expiration OF hfteei
| DAYS as above provided for. III none or Tn
| stockholders elect to purchase the said stoc
| within the time above provided the stock
| holder proposing to sell shall have the priv
| lege and Is authorized to sell the stoe
| about which he has given notice, In accord
ance with the terms-and conditions or tn
notice given him, and not otherwise. In
officers of this corporation are hereby pre-
| hibited from issuing certificates Of stock sol
contrary to or in conflict with the provisio
of this charter.
| ARTICLE VIII.
This charter may be changed, modified
altered or said corporation may be dissolve
with the assent of three-quarters OF tn
| amount of stock present or represented a
any general meeting of said corporation
| convened for such purpose, after ten days
previous notice shall have been given In Tn
manner provided In Article vi OF this chal
! ter.
But any and all meetings Of stockholders
| whether for purposes Of liquidation or 10
any other purpose, may be held at any tim
without notice by unanimous consent or
stockholders, in writing, filed with the SCI
rotary.
ARTICLE TX.
| Whenever this corporation Is dissolved
either by limitation or from other cause, II
affairs shall be liquidated under the superb
| tendence of two stockholders to be chose
for that purpose by a majority In amount Q
the stockholders present or represented at