The herald., 1911-08-10

the number Of shares Of stock then held by
them, and which additional shares shall be
palu Tor as the board Of directors NAV di.
fect. After the expiration of said time the
board or directors may dispose Of the Sha res
not taken, for the benefit of the company in
such manner and on such terms and cnndi
ions as they may think proper
ARTICLE VI
The business and affairs and cornor,te
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
| TINS corporation. The stockholders may AZ
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 SO
| as 10 make the board of directors NOT more
man hve. The directors. whether elected
| by the stockholders or by the board of di
| rectorS. shall be- elected by majority of tho
votes at meeting Of the Stockholders or of
| me directors, as the case may be.
| whenever the board of directors consists
OF hve 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
T. 1. Bel. as president J. l.. Many. as
vlcepreSidcnt. and W. T. Hail. as secretary
treasurer, shall constitute the first board of
directors. and they shall hold office until
the second Monday in August 1872 or nm
I'll their successors are elected and 0ualiind.
each subsequent board shall take their seats
immediately, or as soon after as Dracticab Ip
ana snail hold their offices until their sue
fed. f''
ON the second Monday in August. 1912
ana annually thereafter an election for d.
rectOrS by the stockholders shall be held AT
the office Of the company after ten DAVIS
written notice or printed notice shall have
been mailed to each stakeholder or subScrib-
CT 10 STOCK ar their respective addresses ap-
nf ha
board or directors shall at its first meeting
after its election. or as soon thereafter as
practicable. elect a president. a vice presi- |
dent and a secretary treasurer from their
own number.
A 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 |
ana another election shall he held as soon |
thereafter as practicable at a time TO be |
hXed 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.
nee to all stockholders Of such meetings.
In the event no election takes place aft |
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 ualiied.
Any director may at any time give his
proxy or power Of attorney In writing to
my other stakeholder or any other member
# the board of directors. to represent him
IL any UT All meetings. or the board OF 1i- |
'ectors. and in such cases the proxy, wheth.
r held by another stakeholder or another
iirectOr, shall in every respect count for all
purposes as IL said director wera narSonaIIy | I
present. |
. Any vacancy occurring in said board of I
directors, from any cause, shall he filed by (
he remaining directors. The board OF d. L
ectOrS may make such bylaws rules and a
equations as they may think proper for {
he transaction of the business and affairs
Il SAID corporation, and change, alter and t
mend the same at pleasure, and shall exer- [
Use all the powers of this corporation or | q
nay delegate the same TO one or more off O
ers at its pleasure: appoint and fix the a
alaries of all officers clerks and employees. I
Ot herein mentioned. the same to change
r dismiss at pleasure: fix the salaries of 4
ne Or1cerS provided for herein: sell, con- a
ey, mortgage, pledge. lease and purchase a
ights; privileges. franchises. property, NOV v
Die, immovable and personal; borrow mo- D
ey, issue notes and bonds make contracts {
nd sign or cause to be signed by officers or n
irectors specially or generally authorized e
the board of directors, all necessary acts (
eeds, etc, and adopt a corporate seal, the II
anne to change or alter or dispense with at $
leasure and to do all things which NAV be C
TO be done in the management of n
aid business and permitted by the laws APP a
licable TO corporations h
ARTICLE VII.
No stakeholder shall be allowed TO dis
ose, directly or indirectly, in whole or in
art, or the shares of stock held or owned | ii
MN without first giving written notice m
} the secretary of this corporation of the h,
ltentiOn of such stakeholder to dispose of b,
Is shares of stock in whole or in part
hlch notice shall state the number of al
lares proposed to be sold and the price at tC
hich such stakeholder proposes to SELL and ri
neither or not he has received a bona fide fo
Ter for any portion OF the shares of stock in
opposed TO be sold. II such bona fide offer al
Is been made the notice shall state the pl
CHEST price offered for said stock and the
Ime- OF the person Offering the same If
e offer be in writing, it must accompany
e notice.
The secretary shall thereupon transmit to in
ch stakeholder a copy of such notice. GER or
led by him TO be correct. During the If so
en- days subsequent to the said notice by he
e said stakeholder to the secretary. the te
her stockholders of this corporation shall iii
We the privilege and option of purchasing tn
shares OF stock proposed to be sold at 70
e price named in such notice, or at the su
CHEST price offered by any bona fde pur- ch
aser. If, however, the prices above men tic
med exceed the value of such stock as
e end of the fiscal year Immediately pre- oti
ling the notice, then and in that event by
? stockholders shall have the privilege
d option Of purchasing the shares of stock
opposed to be sold at their book value as
rein stated. Should more than one stock
lder desire to purchase said stock at such res
&c, the shares of stock proposed to be tbi
d shall be prOpOrtionatey divided among tn,
h stockholders as desire to purchase the 81,
ne and give notice to the secretary TO liza
It effect prior to the expiration Of fifteen oh,
rs as above provided for. If none OF the an,
ckhOlders elect to purchase the said stock uni
hin the time above provided the stock
der proposing to sell shall have the privi- the
e and Is authorized to sell the stock mo
tut which he has given notice, In accord enc
e with the terms and conditions of the C..
Ice given him, and not otherwise The ing
GERS Of this corporation are hereby pro- | naI
tied from issuing certificates Of stock sold not
trary to or In conflict with the provision
this charter. {
Cal
F.
his charter may be changed, modified or ],
red. or said corporation may be dissolved Cor
h the assent Of three-quarters of the F.
,unt of stock present or represented at C.
general meeting Of said corporation, Hic
vened TOT sucn purpose, after ten days Lev
ViOus notice shall have been given in the "
lner provided In Article vi of this char
ut any and all meetings of stockholders,
ther for purposes of liquidation or for
other purpose, may be held at any time T
In writing, filed with the Sec hav
ry. ton
ARTICLE TX. inco
=, leGa
'henever this corporation Is dissolved, ther
er by limitation or from other cause its n
lrs shall be liquidated under the superin- q
that purpose by majority In amount Of Dist
present or represented at
raj meeting of the stockholders at
h the election is held. Said commits
ers shall remain in office until the af-
Of said corporation shall have been in =