The herald., 1911-11-02
THE herald
ARTICLE ".

The capital stock of this corporation is
hereby declared TO be one million $1,000
000) dollars, divided into and represented
by ten thousand (10.O00) shares OF the par
value of one hundred (S10O) dollars each
which said stock shall be paid for in cash
or its equivalent.
This corporation shall become a going
concern as soon as said stock shall have
been subscribed for to the extent of five
hundred thousand dollars $500, O00).
The stock of this corporation shall not be
transferred except upon the books Of the
corporation and no stock shall be trans
ferrcd by any stakeholder until il shall have
been first offered for sale to the board of
directors of this corporation ut its market
value or, in default thereof, at its par
value.
ARTICLE V.
The corporate powers of this corporation
are hereby vested in and are to bc exer-
cised by Il board of directors consisting Of
five t5D stockholders.
Lillian Lyons Clarke. Louis Strong
Clarke George Steele Clarke, John Pharra
and MauritZ Pyk shall be the directors I'M
til the second Thursday in February, 1913,
and each succeeding year there shall be held
an election Of directors of the company.
which election shall be called by mailing to
each stakeholder at his last known place Of
residence five days written notice. Failure
to hold an election on the date specified
shall not dissolve the corporation, but the
directors then in office shall hold their res
pective offices until an election be held sub
scquently, after i've days notice of the time
and place thereof. Upon the failure of the
president TO call "A meeting for the purpose
Of electing directors, any stakeholder or
stockholders owning ten per cent (1Ood of
the capital stock shall have the right TO call
said meeting upon giving the required no
ticc.
All vacancies in the board of directors
shall be filled by the remaining directors
The following shall constitute the officers Of
oil
ed by the board Of directors, coming into
office on and after the second Thursday of
May. 1912: Lewis 5. Clarke. president; Lii
liam l.. Clarke, vice president; George Steele
Clarke, secretary-treasurer.
ARTICLE VI.
No stakeholder of this corporation shall
ever be held liable or responsible for the
contracts or faults of this corporation in
any further sum than the unpaid balance
due TO the corporation on the shares owned
by him nor shall any mere informally in
organization have the eeffct of rendering
this charter null or of exposing a stock
holder To any liability beyond the amount of
his stock.
ARTICLE VII.
While this corporation is incorporated for
the period Of ninety-nine years. nevertheless
at the end OF twelve years from the date
hereof liquidation of this corporation may
be had by any stakeholder or stockholders
having standing in his or their names shares
of stock amounting to or numbering two
thousand shares.
This right is conferred on such stock
holder or stockholders owning or having in
his or their names two thousand shares of
stock standing in their name. on the books
of the company. at the time the meeting Of
stockholders is held for the purpose of vot-
ing upon the dissolution of the company
In case the proper officer of the company re-
fuses or neglectS to call such meeting of
stockholders, after written demand by any
stakeholder, such meeting may be called by
stakeholder himself aften ten DAYS writ
ten notice sent by mail to the last known
place of business or residence of the other
stockholders. This article Is only for the
purpose of determining whether this COM
pany may be dissolved and liquidated at the
period of twelve years from its incOrpora-
tiOn. and Is not to be construed with Article
VIII. Should no application be made for
dissolution under this article or should ap-
plicatiOn he made and withdrawn, or should
the requisite two thousand shares not be
had for the dissolution at any time before
the twelve year period. this article is to be
of no effect. 4 dissolution asked by any
stakeholder to take effect before the end of
twelve years, or after the expiration OF
| twelve years, can only be effected in accord
ance with Article VIII.
ARTICLE VIII.
This act of Incorporation may be amend
ed, altered or modified. or the corporation