The herald., 1911-10-12
ARTICLE ".

The capital stock OF this corporation is
fixed at the sum Of fifty thousand dollars.
divided into five hundred (5O0l 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 nOn-aSsessable
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 a 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 II may pass and may be 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
stockholders for the purpose Of such notice.
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-
ceipt of said notice by the board of directors
any SharahOl1pr of record NAV OHpr TO DUR
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 or 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 be 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.
If 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 10
said board for the price thereof, the board
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
call In the certificate or certificates repre-
senting such stock and pay the price OF
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 eXisl
in full force and effect in their favor to &C
quire the shares OF stock of a deceased stock
holder. and the fOrmalities and course OF
procedure, the terms, conditions. stipula-
lions and delays hereinabOve established In
said paragraph shall apply in all respects
to the procedure to be followed in case OF
death. Immediately upon receipt OF lnfor
nation of the death of any shareholder, 1
shall be the duty of the board of directors
to cause the necessary steps TO be taken t.
carry out and enforce these provisions.
Third. The preference, option and RICH
of purchase hereinabOve established shall
run in favor of each shareholder OF recOrt
for his virile share in proportion to his ex
istinp holdings in the stock. but should an
shareholder fail to exercise his right in thi
regard his rights shall pass to and be ali
sorbed by the other shareholders. provide
that the owner, his widow, heirs or lega
representatives, as the case may De- shal
not be obliged to deliver said stock unles
the offers to purchase the same shall includ
and cover the entirety of the offerings ur
der paragraph First or all OF the holding
under paragraph Second.
Fourth. All certificates OF stock sha
hear unon their face a brief reference to tn
rights herein established In favor OF tn
stockholders"
As the whole more fully appears by III
certified copy Of the minutes OF said NEE
ing, made a part hereof.
Thu done and passed in my Office. on tn
day, month and year first above written,
the presence of Frank B. Twoney and Fran