The herald., 1912-04-25
ARTICLE ".

All Of the corporate powers OF this corpo-
ration shall be vested in and exercised by
board Of directors To be composed OF three
(3D stockholders. to he elected on the thirty
first day Of December Of each year, unless
that day be a legal holiday, and then on the
next day thereafter not a holiday. All such
elections shall be- by ballot. and conducted
at the office OF the corporation under the
supervision of two 90 commissioners, 10 be
appointed by the board Of directors or by
the president, in case the board of directors
shall not have acted and Of such election
written notice shall be mailed to the post
office address Of each stakeholder who had
in writing designated his postoffice address
not more than sixty 900 and not less than
fifty too days counting day Of mailing
and day Of electiOn) prior TO the date OF
sucn election. But no notice of any kind
shall be necessary IL all the stock be repre-
sented at the annual meeting. Each share
of stock shall be entitled TO one a. vote,
TO be cast either in person or by written
proxy, and a majority of the votes cast shall
elect ANY vacancies occurring among the
directors, by death, resignation or other
wise, shall be filed by selection for the re-
mainder OF the year by the remaining d.
rector or directors. Failure TO elect direc-
tors on the date above specified shall not
dissolve or affect the corporation. but the
directors then In Office shall remain in Office
until their successors are elected and quail
fled, and shall cause another election TO be
held as soon as possible thereafter, after
due notice thereof shall have been given
for the time and in the manner above pro-
vided.
The board Of directors at their first meet
ing following each annual election shall elect
one Of their number to be president. another
to be vice-preSident, and another to be sec
rotary, but shall have the right to elect as
secretary person not member OF the
board.
The board may appoint from time to time
such officers. clerks, agents, or other en-
plOyeeS as they may deem necessary, pro-
vided that the board shall not have power
or employee for a fixed term, but all shall
hold Office at the pleasure OF the board
Said board may make and establish, as
well as alter and amend, any and all by
laws, rules and regulations necessary and
proper for the conduct and control OF the
business and affairs OF the corporation.
The board shall also have full power and
authority TO borrow money, issue notes or
other obligations, and generally TO do all
things reasonably necessary for the proper
carrying on of the business of the corpora
ton, And also to issue and deliver full
paid shares Of stock Of the corporation in
payment of property or assets actually re-
ceived by the corporation.
Any director shall have authority TO ap-
point In writing any stakeholder. or any
member OF the board, to represent him as
director at board meetings. and in such
event such absent director shall be counted
as IL personally present at the board meet.
ings for purposes Of quorum, voting, and
for any and all other purposes.
The first board of directors of this cor
poration shall consist of ]. G. Oriol, Antonio
Taya and Ricardo Taya, with J. G. Oriol as
president. Antonio Taya as vice-president,
and Ricardo Taya as secretary. Said direc-
tors shall remain In office until the election
to be held on December 31st, 1912, or until
their successors are elected and qualified
said officers, however holding their Offices
only at the pleasure Of the board.
ARTICLE V.
| No stakeholder shall have the right to
sell or dispose Of any of his stock without
| first giving to the corporation fifteen (15l
| days written notice OF such intention to
sell and allowing the other stockholders the
first opportunity and right of purchasing
| said stock pro rata to the holdings at any
satisfactory bona fide price offered for same
/ on the market.
ARTICLE VI.
| When this corporation may be dissolved,
either by limitation or any other cause its
affairs shall be liquidated by one or more
meeting OF stockholders which is convened
for the purpose Of liquidation, said liquidat-
i Ing commissioner or commissioners shall re-
| main In Office until the affairs of the corpO-
| ration shall have been fully settled and IL
quidated, and shall have full power to sell.
transfer and give title to all the property,
real, personal or mixed of the corporation.
and distribute the proceeds thereof amongst
the stockholders. In case OF the appoint
ment of more than one % liquidating com
missioner, and the death or inability to act
i of one or more of said commissioners the
vacancy shall be filed by selection by the
surviving commissioner or commissioners.
In case Of the death Of sole commissioner
the stockholders may select a successor.