The herald., 1912-08-08

OF the character hereinabove described and
In respect of any and all such stocks and
bonds to possess and exercise ali the pow
ers OF individual owners thereof including
the right to vote thereon Except the busi-
ness of stock tobbing, which Is hereby ex-
pressly excluded, and generally to hold and
| exercise all such Incidental powers and
| privileges as relate to the business and pur-
| poses hereinaboye set forth. or that NAV
| hereafter be conferred by law upon this
company or companies of similar character;
and to do any and all things necessary and
! proper 10 carry out the business and pur-
poses OF this corporation as herein set out
without further authorization from the
| shareholders.
ARTICLE ".
The capital stock of this corporation is
| hereby fixed at and declared TO be the sum
of one million five hundred thousand (SI,-
1OO,OOO.OO) dollars, 10 be represented by
hftcen thousand (l5,0O0) shares Of one hun
dred (SlOOOOD dollars par value
These shares shall be divided into pre-
TERED, of which there shall be five thousand
t1OoOJ shares, and common, of which there
shall be- ten thousand 100000 shares and
the certificates therefor shall designate the
class OF shares for which issued
The preferred shares shall be entitled TO
receive dividends at the rate of six (6oLl
per centum per annum and no more, from
the LIST day of July 1912, Cor that and sub
sequent years, out of the net earnings Of
the company applicable TO dividends, before
any dividend shall be paid upon the common
shares, and these dividends Shall be cnmuIo
tive.
After payment of the above dividends
upon the preferred shares, the remainder of
the earnings of the company may, in the
discretion of the board of directors be used
to pay dividends upon the common shares
In the event Of liquidation Of the COM
pany Tor any cause, the preferred shares
shall be entitled TO be paid in full before
any payment is made upon the common
shares, which shall receive the rest of the !
assets.
At all elections for directors or meetings
hlr nbnI oh.
ferred or common, shall be entitled to one |
IL vote, either by the owner In person or |
by his written proxy.
No change shall be made In the number |
or shares, either preferred or common ex-
cept by a vote of three-fOurths of the out
standing shares of each class taken separ-
ately, at a special meeting held for the
purpose.
The company shall commence business end
become a going concern as soon as thirty
t50l shares shall have been subscribed.
Inc shares Of the capital stock OF this
corporation shall be paid for in money, or
for labor done or services rendered. or such
shares as may be issued or delivered for
other property rights and franchises to be
taken, accepted and received by the corpo- |
ration for its corporate purposes, at such
valuation and upon such terms for said
shares as the board OF directors NAV deter |
mine ana direct from time TO time to be ex-
pedlent. The capital stock OF the CORPORA
ZION may be increased or reduced by pro-
law. -
The shares OF the capital stock of this
corporation may be issued for money, for
aDOr done or services rendered, or for other
property rights and franchises which NAV
De thus paid for or exchanged and made
over 10 the company. The valuation OF anv
ana all rights, contracts, labor or services |
lnd property movable immOvable and mix
"a, corporeal or incorporeal, accepted and
,eceived by the corporation for its co.po-
rate purposes in payment, exchange or other
wise, for any of the shares or capital stock
81 TINS corporation, and fixed by the board
u directors upon such terms and conditions
-0f the issuance OF such shares of stock
'hall be conclusive evidence of such yalua-
ton and any and all persons, partnerships.
corporations, stockholders or
.reditors dealing with this corporation, are
thereby, and any and all persons,
partnerships, associations, corporations,
stockholders or, creditors dealing with this
corporation, hereby waive any right or
'auSe OF action against the original or sub
segment owner or owners Of such shares Of
he capital stock issued to Ii, him. her or
he'n In payment or exchange for labor done ,
y services rendered, or for such rights,
franchises, credits, contracts and property |
'alued by the board OF directors as afore- :
aid and each, every and any and all con- :
ract, contracts, or undertaking made by or !
inferred into with this corporation shall be :
ubject TO this provision Of this charter.
All OF said stock shall be full paid and
Ion-lsSeSsable when issued and delivered | !
nd transfers thereof shall not be binding =
In
nd shall be further subject to such rules, q q
equations and conditions as the board of q
directors may prescribe. !
ARTICLE v
The corporate powers Of TINS corporation. y
ncludlng the powers TO make and amend =
Is bylaws, and the management and con-
rol or ITS affairs, shall be vested in and n
xerciSed by board Of directors composed .
not less than three go or not more than
even 90 persons, who shall be the holder q
at least one ~ share (either preferred y
ompany, majoritv # whom. represented y
ither in person or by proxy, shall consti-
NE quorum for the transaction Of all !,
usness II
leeting Of the board OF directors. shall have y
over TO appoint in writing another director y
stockholder as his proxy, with full power u
} act In his stead at such meeting. y
The directors shall be elected annually by =
lllot by the holders of the stock, on the
rst Tuesday in January of each year. Each o.
older of stock shall be allowed to vote in :,
erson or by written proxy, one vote for H.
ich share Of stock owned by him, and all y
ections shall be held under such rules and 4,
.guiations as may be adopted by the board a.
directors. The directors thus elected T,
lall continue in office for one year, and un- a,
their successors shall have been duly a.
ected and qualified Any failure to elect -
hcers or directors shall not be regarded as II
'curring on said board of directors shall ~
hlled by the remaining directors from 8,
nong the stockholders for the unexpired =,
rm. a.
The following persons shall be and con. IL
ftute the first board of directors: Charlie.
Warren, G. e. A. Carr, r.. Howard Nc b,
lleb, a majority Of whom shall constitute n
quorum, with Charles ID. Warren as presi- h,
mt, Z. e. A. Carr vice-president and f. h.
oward McCaleb secretary, who shall be the ~
hcers of the corporation and shall serve 90
It'll the regular meeting on the first Tues 90
" In January, 1913, or until their success lac
rs have been elected and qualified ~
The first board of directors may increase bn
e number OF directors to seven III to be ~
lected by said board without any further ~
thOrization Of stockholders until the next 90
nual meeting for election Of seven 90 NO
rectors. -
ARTICLE VI 81
The liability of the stockholders of this ."
rporation for the contracts or faults OF 90
Is corporation is limited to any unpaid 80
on their subscriptions. -
No mere informality in this act of incor- 81
ration shall render this charter void or :"
pose stockholders to liability beyond the m,
l0unt Of their unpaid subscriptions -
ARTICLE VII. 90
This charter may be amended or this a.
rporation may be dissolved, with the as sa
ut Of the stockholders holding a majority RI
the outstanding stock at general meet 40
; convened for that purpose, and at least II,
(1O) days notice shall have been given IN
the stockholders, through the mall adj ta
essed to their last known respective places
business. al,
In case of dissolution by the expiration of on r
IS charter or otherwise, the affairs Of this ."
-poration shall be liquidated by three (3)
TO he elected n fha maafino 4,