The herald., 1911-02-02
ARTICLE V.

All the corporate powers of this cOrpor-
alton shall be vested in, and exercised by
a Board OF three directors, who shall each
he a stakeholder in this corporation, ma
for the transaction of all business, and
majority vote at any meeting snail de-
eide all questions voted upon.
Said directors shall be elected annually
from the stockholders on the first Tuesday
OF January of each year, after due notice
OF said meeting shall have been given TO
each stakeholder, sent by mail TO his last
known address, ten days prior to the said
election held. which said notice, or any
other notice required by this charter may
be waived in writing.
At said election, and at all other meet
ings of the stockholders, the vote shall he
by ballot and each share Of stock shall he
entitled TO one vote. to be cast by the owner
in person or by written proxy. The ma
jority Of stock, voted at any stockholders
meeting. shall decide all questions voted
upOn except as otherwise provided.
The officers of this corporation shall be
a President. a Vice President and Sec
tors Of this corporation is hereby declared
to be: John +. Payne, W. L. McWhlte,
and Walter B. Chilean; with the said John
F. Payne as President. the said W. L. Nc,
White as Vice President. and the said
Walter II. Chilean as Secretary-Treasurer;;
Which said Board and officers shall hold
their respective offices until the first Tues
day in January. 1911, or until their sue
which said date, and annually thereafter.
the stockholders shall elect a board OF
three directors, as herein provided, ana
said board shall. within two days after
their election. elect from among their
number a President and Vice President.
They shall also elect Secretary-Treas-
urer. who may, or may not, be member
Of said board or stockholder, IN tne diS-
ure TO hold an annual election or to elect
officers as herein provided for, shall not
result in the dissolution OF this corpora
ton, but the then Board Of Directors and
officers shall hold their respective offices
until their successors are duly elected.
ANY vacancies occurring on said Board
Of Directors shall be filled by the remain
ing members of said board for the unex-
pred term. at a meeting called for that
purpose, after ten days prior notice In
writing sent by mail to said directors az
their last known addresses, and II the SAID
board fails to elect at said meeting, then
the election may be made by the stock
holders at a special meeting called for that
purpose in the manner herein provided for
the election OF directors.
The said Board OF Directors shall have
the power TO make all bylaws, rules and
regulations for the proper management and
conduct OF the affairs OF this corporation.
and to change alter. amend or abolish the
same at pleasure, and shall have and ex-
ercise all the powers conferred by law on
this corporation and as set forth In this
charter.
delegate any of said powers in the trans
action OF the business Of this corporation
to committees OF their own body, or to the
officers and agents OF this corporation.
All the employees OF this corporation,
other than the elected officers. shall be con-
sidered as employed by the month, unless
otherwise specifically contracted with in
writing.
1t shall he the duty Of the President OF
this corporation. or in the event Of his In
ability to act then the Vice President, to
call a special meeting Of the Board OF d.
rectors OF the stockholders, on n written
request to that effect signed by two direc-
tors. or upon the written request OF ten
per cent Of the stock issued.