The herald., 1912-05-16
ARTICLE ".

All OF the corporate powers OF this cOrpO-
ration shall be vested in and exercised by a
board OF directors to be composed OF three
j3l stockholders, TO be elected on the thirty
first day OF December OF each year. unless
that day be legal holiday, and then on the
next day thereafter not a holiday. All such
elections shall he by ballot, and conducted
at the Office OF the corporation under the
supervision of two 90 commissioners, to 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 postOfice address,
not more than sixty (60) and not less than
hfty (5O) days counting day OF mailing
and day of election) prior to the data of
such election. But no notice OF any Kind
shall be necessary II all the stock be repre-
scented at the annual meeting Each share
OF stock shall be entitled TO one % vote
10 he cast either In person or by written
proxy, and majority Of the votes cast shall
elect. Any vacancies occurring among the
directors, by death, resignation or other
wise, shall be filled by selection for the re-
mainder or the year by the remaining di-
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
fed, and shall cause another election to be
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
10 be vice-president, and another to be sec
rotary, but shall have the right 10 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-
yided that the board shall not have power
to appoint or elect any officer, clerk agent
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
carrying on OF the business OF the corpora
tion. 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 II 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 J. G. Oriol, Antonio
Taya and Ricardo Taya, with J. q. Oriol a
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.