The herald., 1912-07-04

above objects and purposes to purchase, ac-
quire, hold and dispose OF stocks, bonds, ana
other evidences of Indebtedness OF railroads,
street railways and tramwayS, ferries, ca
nails telephone and telegraph companies,
electric light. power. heat aHd lighting com
panicS, gas, watcrwOrks and gas companies
Of the character hereinalove described, ana
in respect of any and all such stocks ana
bonds to possess and exercise all the pow
ers of individual owners thereof, including
the right to vote thereon CeXcept the busl-
ness Of stock jObbing, which Is hereby eX,
preSSly excluded, and generally 10 hold and
exercise all such incidental powers ana
privileges as relate 10 the business and pur-
poses hereinabOve set forth, or that may
hereafter be conferred by law upon TINS
company or companies of similar character :;
and 10 do any and all things necessary and
proper TO 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 hve hundred thousand ,Sii,-
800. .OOO.OOD dollars, to be represented by
fifteen thousand C1J.000) shares Of one hun
dred (S1O00O) dollars par value.
These shares shall be divided into pre-
ferred. of which there shall be five thousand
l5.OOO, shares. and common, OF which there
shall bc ten thousand t1O,OOO) shares; and
the certificates therefor shall designate the
class Of shares for which issued.
receive dividends at the rate IF six (6%o)
per centum per annum and no more, from
the 1st day OF July 1912. for that and sub.
sequent years, out of the net earnings or
the company applicable to dividends, before
any dividend shall be paid upon the common
shares, and these dividends shall be cumula-
tive
After payment of the above dividends
upon the preferred shares, the remainder or
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 for any cause, the preferred shares
shall he 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
of the shareholders each share, whether pre-
ferred or common, shall be entitled to one
% vote, either by the owner in person, or
by his written proxy.
No change shall be made in the number
of shares. either preferred or common, eX-
cept by vote of hree-fOurths OF the out
standing shares of each class, taken separ-
ately, at special meeting held for the
purpose.
The company shall commence business and
become "A going concern as soon as thirty
900 shares shall have been subscribed.
The 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 may deter
mine and direct from time to time TO be ex-
pedient The capital stock or the corpora
tion may be increased or reduced by pro-
ceedings taken in the manner prescribed by
law.
The shares OF the capital stock of this
corporation may be issued for money, for
labor done or services rendered, or for other
property rights and franchises, which may
be thus paid for or exchanged and made
over 10 the company. The valuation of any
and all rights contracts, labor or services,
and property movable, immOvable and mix
ed, corporal or incOrpOreal, accepted and
received by the corporation for its corpo-
rate purposes in payment, exchange or other
wise, for any OF the shares or capital stock
OF this corporation, and fixed by the board
Of directors upon such terms and conditions
for the issuance of such shares of stock,
shall be conclusive evidence OF such valua-
tion; and any and all persons, partnerships,
associations, corporations, stockholders or
creditors dealing with this corporation. are
concluded thereby, and any and all persons,
partnerships, associations, corporations,
stockholders or creditors dealing with this
corporation. hereby waive any right or
cause OF action against the original or sub
sequent owner or owners Of such shares of
the capital stock issued to II, him, her or
them in payment or exchange for labor done
or services rendered, or for such rights,
franchises, credits, contracts and property
valued by the board Of directors as afore-
said and each, every and any and all con-
tract, contracts, or undertaking made by or
entered into with this corporation shall be
subject to this provision Of this charter.
All of said stock shall be full paid and
non n-assessable when issued and delivered,
and transfers thereof shall not be binding
on the company unless recorded in its books,
and shall be further subject to such rules,
regulations and conditions as the board of
directors may prescribe.
ARTICLE v.
The corporate powers OF this corporation,
including the powers to make and amend
its bylaws, and the management and con-
troll of its affairs, shall be vested in and
exercised by board Of directors composed
OF not less than three 81 or not more than
seven 90 persons, who shall be the holder
OF at least one Cd share (either preferred
or common) of the capital stock of this
company, a majoritv sf whom. represented
either in person or by proxy, shall consti-
tute quorum for the transaction of all
business
Any director. in his absence from any
meeting of the board of directors. shall have
power TO appoint in writing another director
or stockholder as his proxy, with full power
10 act in his stead at such meeting.
The directors shall be elected annually by
ballot by the holders of the stock, on the
first Tuesday in January of each year. Each
holder or stock shall be allowed to vote in
person or by written proxy, one vote for
each share of stock owned by him, and all
elections shall be held under such rules and
regulations as may be adopted by the board
or directors. The directors thus elected
shall continue in office for one year, and un-
I'll their successors shall have been duly
elected and qualified. Any failure TO elect
officers or directors shall not be regarded as
forfeiture OF the charter. Any vacancy
occurring on said board of directors shall
be filled by the remaining directors from
among the stockholders for the unexpired
term.
The following persons shall be and con-
stitute the first board of directors Charles
ID. Warren, G. 4. A. Carr, Il. Howard Nc
Caleb, majority of whom shall constitute
a quorum, with Charles d. Warren as presi-
dent, C. p. A. Carr vice-president, and Z.
Howard McCaleb secretary, who shall be the
omcers or the corporation and shall serve
until the regular meeting on the first Tues
day In January, 1913, or until their success
sors have been elected and qualified.
The first board of directors NAV Increase
the number OF directors TO seven 90, to be
selected by said board without any further
authorization Of stockholders until the next
annual meeting for election Of seven ()
directors.
ARTICLE VI.
The liability of the stockholders of this
corporation for the contracts or faults of
this corporation Is limited to any unpaid
balance that may be due by/them respective
ly on their subscriptions
No mere informality in this act of incor-
pOration shall render this charter void, or
expose stockholders to liability beyond the
amount of their unpaid subscriptions.
ARTICLE VII.
This charter may be amended. or this
corporation may be dissolved, with the as
sent of the stockholders holding a majority
or the outstanding stock. at a general meet
Ing convened for that purpose, and at least
ten llO) days notice shall have been given
10 the stockholders, through the mail, ad-
OF business