The herald., 1911-10-19
ARTICLE ".

ARTICLE ".
The capital stock OF this corporation Is
| fixed at the sum of fifty thousand dollars.
divided into hye hundred (5OOl shares Of
| the par value Of one hundred dollars each.
which shares shall be paid for in cash, or in
the purchase of property. All shares Of
stock shall be full paid and worcestershire.
No transfer OF stock shall be binding upon
the corporation unless made upon its books.
| and all certificates of stock shall be signed
| by such officers as may be designated by the
| board Of directors.
| All stock in this corporation shall be held
upon condition precedent and under con-
| tract and agreement in the nature OF vested
rights that all such stock is so held and
| possessed subject TO the rules and provisions
for the transfer of same hereinafter set out,
| tO-wit:
First. No sale or other transfer of shares
| of stock In this corporation shall be valid
until and unless the opportunity has been
| first afforded the shareholders of record at
| the date OF such transfer, sale or other
alienation to purchase such stock at book
value plus twenty-five per cent, the value to
be ascertained in the manner herein pre-
| scribed. The right to acquire said stock
| hereby first vested in the other stockholders
of record shall follow the stock into any
hands TO which it may pass and may he ex-
ercised against the holders thereof within
ninety days from the time any sale or trans
fer thereof has been offered to be entered on
the books of the corporation.
1t shall be the duty Of any holder OF
stock in this corporation who intends or
desires to sell, transfer. ALLEVIATE or otherwise
dispose of the same to give ten days writ
ten notice of such intention or desire to the
board of directors of the corporation, who
are hereby constituted agents of the other
and said board of directors shall give i'm
mediate information thereof, in writing, to
all the other stockholders of record. Before
| the expiration of the ten days from the re-
| g hvf hn hoo Nf a
| any shareholder of record may offer to pur-
| chase, and may acquire the right to pur-
chase, said stock by notifying the board of
directors in writing and thereafter shall de-
| post the price of said stock in cash with the
| corporation on or before the expiration Of
eighty days from the last mentioned date.
| Upon the receipt of the first mentioned
/ notice, the board Of directors shall advise
the person owning said stock, his agent or
| representative, to join with said board In
| fixing the value of said stock, which value
| shall he established on the basis of the last
| annual or semi-annual statement or report
of the corporation and the last monthly trial
| balance preceding the date OF such notice.
and to the value thus found and established
| there shall be added twenty-five per cent,
and the sum thus found and established shall
constitute the value and price of said stock.
IL within twenty-four hours after such
| notice. the owner, his agent or representa-
| tive. does not join with the board in estab-
fishing the price or value of the stock, the
board may proceed without further delay to
| fix the said value using the report and trial
balance aforesaid for that purpose, which
| writings are declared to be conclusive evil
dence for and against all parties In interest
| in the premises, whether the value Is estab-
lished by the joint act of the owner, his
agent, widow, heir or Representatives or by
| the board of directors acting in default of
| the cooperation of said person or persons.
Upon receipt Of the offer or acceptance OF
any shareholder to purchase said stock and
| upon obtaining guarantee satisfactory TO
4 n a. IL - AAo-
OF directors shall thereupon give notice
| thereof to the owner of the stock, his agent
| or representative, and before the expiration
Of the period Of eighty days aforesaid shall
senting such stock and pay the price or
| value thereof and cause the same to be
/ transferred on the books to the purchaser.
| Second. The preference. option and right
| OF purchase heretofore vested by paragraph
First In the other shareholders shall exist
In full force and effect In their favor to ac-
quire the shares OF stock OF deceased stock.
holder. and the formalities and course OF
procedure, the terms, conditions, stipula-
| lions and delays he -einabove established In
| said paragraph shall apply In all respects
to the procedure to be followed In case OF
death. Immediately upon receipt of infor.
shall be the duty of the board Of directors
| to cause the necessary steps to be taken to
carry out and enforce these provisions.
Third. The preference. option and right
| or purchase nerel0dDOVe esIdDllSneu sinai
run in favor of each shareholder Of record
for his virile share in proportion to his ex
isting holdings In the stock, but should any
shareholder fall to exercise his right In thii
regard his rights shall pass to and be alb
| sorbed by the other shareholders, provided
that the owner, his widow, heirs or lega
representatives, as the case may be, shall
not be obliged to deliver said stock unless
the offers to purchase the same shall include
and cover the entirety Of the offerings un
der paragraph First or all of the holding
under paragraph Second.
Fourth. All certificates Of stock shall
bear upon their face brief reference to tn
rights herein established lin favor OF tn
stockholders"
As the whole more fully appears by tn
certified copy Of the minutes Of said meet
ing, made q part hereof
Thus done and passed In my ONCE, on tn
day, month and year first above written, II
the presence Of Frank B. Twoney and Fran