The herald., 1912-02-08

| for upon the issuance OF the certificate there
for. in cash, property, for the purchase Of
property or services rendered, on the accept
ance OF the subscription therefor or in such
installments, payable at such times as the
board OF directors hereinafter established
| may from time to time prescribe, but no
certificate TO be issued until said shares of
| stock have been fully paid for In the man
ner above stated, and all certificates of stock
shall show the same TO be full paid and
worcestershire, and no transfer of stock
shall be binding upon the corporation I'M
less made upon its books all certificates of
stock TO be signed by such officers as NAV
be designated by the board Of directors This
corporation shall begin business and be-
come going concern as soon as three thou
sand dollars (S3.000.00) Of its stock shall
have been subscribed. Whenever any stock
| holders shall wish to sell his shares Of
stock in this corporation, the other stock
holders shall have the privilege Of buying
| in proportion to the shares owned by them
at the bona fde price offered therefor in
writing, by an outsider and submitted to the
board of directors; and IL no price is Of
| fered by an outsider, then the remaining
stockholders shall have the privilege of buy
ing salu shares at the book value thereof I;
with such allowance, IL the corporation is
earning a dividend added thereto, and for
the good will OF the business as the average
net earning capacity Of the stock for two
| years preceding the sale shall fairly entitle
| 1t to. II the stockholders desire to avail
themselves Of the privilege to buy there
| under they must decide to do so within ten
(lOl days after the stock is offered to them /;
otherwise the shareholder wishing to sell
shall have the right to sell! to anyone, wheth-
| er stakeholder or not. IL any one or
more, stockholders do not wish to buy here
under then the remaining stockholders shall
have the right to buy all the stock so of
fered, In proportion to their holdings The
secretary shall at once notify all the stock
holders, m writing. mailed to their last place
| OF residence on the books OF the corpora
| ton, or the stock offered for sale.
ARTICLE V.
ration and the management and control OF
| its affairs shall be vested in and exercised
| by board Of directors, composed of three
stockholders, majority OF whom shall con-
stltute quorum for the transaction OF all
business. These directors shall be elected
annually by the stockholders at a meeting
| to be held at the domicile Of the corporation
on the first Tuesday in the month of January
/ OF each year. Each stakeholder shall be en-
titled, In person or by written proxy, to a
vote for each share of stock owned by him
and all elections shall be held under such
rules and regulations as may be determined
| by the board OF directors. The directors
| thus elected shall continue in Office for one
| year or until their successors shall have
been elected and have qualified. No failure
to elect shall be regarded as forfeiture of
this charter. Any vacancy occurring in the
board shall be filed by the remaining direc-
| tors for the unexpired term. The board Of
uirectoIs snail HI Inelr nrst meeting AFTER
| their election, by viva voce vote, elect from
among their number president, vice-presi-
dent and q secretary-treasurer. or they NAV
confer and combine the functions OF treas
urer on any other officer. The terms Of said
| officers shall be the same as that OF the
board electing them. and their powers and
duties shall be such as appeartain to their
several offices or such as may be prescribed
| by the bylaws or resolutions OF the board.
The said board Of directors shall have DOW
er to make and from time to time amend,
bylaws rules and regulations for the con-
duct of the affairs Of the corporation, and
TO employ and dismiss manag gers. clerks and
other employees of the corporation as the
interest and business of the same may re-
quire. Any Of the directors shall have the