The herald., 1912-04-18
ARTICLE III.

The amount Of the capital stock of this
corporation shall be ten thousand dollars
| tSlO.OOOOO). represented by one hundred
shares of one hundred dollars $500 OO(
each, which shall be paid for as and when
directed by the board of directors in cash
or notes, or property. at the discretion of
may he increased or diminished as provided
| by law. All shares of stock shall be issued
as full paid and worcestershire and no
transfer OF stock shall he binding on the
This corporation shall begin business as soon
| for.
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
| CD stockholders, 10 be elected on the thirty-
| first day Of December OF each wear. unless
that day he legal holiday. and then on the
next day thereafter not holiday. All such
elections shall be by ballot. and conducted
at the Office of the corporation under the
supervision of two (2D 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-
ONCE address of each stakeholder who had
IN writing designated his postoffice address
not more than sixty 900 and not less than
hfty tJO) days counting day Of mailing
ana day or election) prior to the date of
such election. But no notice Of any kind
1
scented at the annual meeting Each share
or stock shall be entitled to one (1t vote
10 be cast either In person or by written
proxy, and majority of the votes cast shall
elect. Any vacancies occurring among fine
directors, by death, resignation or other
wise, shall be filed by selection for the re-
rlnatnGer OF me year by the remaining d.
Iors on the date above specified shall not
dissolve or affect the corporate but the
directors then In Office shall remain in office
oil
ned, and shall cause another election TO he
heid as soon as possible thereafter, after
due notice thereof shall have been given
vided "Oo'e Pro-
The board Of directors at their first meet
ing following each annual election shall elect
one OF thelr number TO be president. another
10 DE Vice-president, and another TO be sec
retary, but shall have the right to elect as
board. VI INC
The board may appoint from time 70 time
such officers, clerks, agents or other en-
pi0yees as they may deem necessary pro
vlded that the board shall not have power
% 10 appTTnt or elect any officer. clerk. agent
hoId once at the pleasure of the board
Said board may make and establish as
wen as alter and amend any and all by
Jaws, rules and regulations necessary and
proper Tor the conduct and control OF the
business and affairs of the corporation.
Inc board shall also have full power and
v. nr
other obligations, and generally TO do All
Things reasonably necessary for the nroner
carrying on of the business of the corpora-
non; ana also to issue and deliver full
pald shareS OF stock Of the corporation in
payment OF property or assets actually re-
celved by the corporation.
ANY director shall have authority to an
point In writing any stakeholder, or any
member of the board. to represent him as
director at board meetings and in sucb
even nj such absent director shall be counted
as sr,l II personally present at the board meet
Tor any and all other purposes
The first board of directors OF this cor
Rorat shall consist of ]. G. Oriol. Antonio
Iaya ana Ricardo Taya, with ]. G. Oriol as
president Antonio Taya as yice-president
and Ricardo Taya as secretary Said direc
tors shall remain In Office until the election
10 he held on December 31st, 1912. or until
their successors are elected and DaliFad
SAID ofhcers, however, holding their offices
only at the pleasure Of the board.
ARTICLE V.
No stakeholder shall have the right IN
sell or dispose Of any Of his stock without
days written notice OF such Intention 10
sell and allowing the other stockholders the
hrst opportunity and right of purchasing
said stock pro rata to the holdings ar anS
satisfactory bona fide price offered for 90 my
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
stockholders to be appointed at the general
meeting of stockholders which Is convened
for the purpose OF liquidation, said liouidat.
Ing commissioner or commissioners shall re,
main in office until the affairs of the corpo-
ration shall have been fully settled and L.
quidated, and shall have full power to sell.
transfer and give title to all the property,
real, personal or mixed Of the Corporation
the stockholders In cas- of the annnint