The herald., 1912-08-22

electric light, power, heat and lighting COM
panies, gas, waterworks and gas companies
In respect of any and all such stocks and
bonds to possess and exercise all the pow-
ers of individual owners thereof, including
the right to vote thereon Except the bust
ness of stock jobbing, 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 hereinabove set forth, or that may
hereafter be conferred by law upon this
company or companies Of similar character
and to do any and all things necessary and
proper to carry out the business and pur-
poses of this corporation 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 ISL
3OO.OOO.OO) dollars, to be represented by
fifteen thousand GJ ,00Ol shares of one hum
dred (S1O0.00) dollars par value.
These shares shall be divided into pre-
ferred, of which there shall be five thousand
5000 shares, and common, of which there
shall be ten thousand (l0,00O) 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 (695)
per centum per annum and no more, from
the lSt 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 cumula-
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 CON-
pany Tor any cause, the preferred shares
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
tl) 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 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 and
become going concern as soon as thirty
C3Ol 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-
pChlCHl- ne capital SUCK OF 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 to 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 cospo- |
"a te purposes in payment, exchange or other |
wise, for any OF the shares or capital stock |
OF this corporation, and fixed by the board |
or directors upon such terms and conditions |
for the issuance Of such shares of stock, |
shall be conclusive evidence of such valta-
ton; and any and all persons, partnerships |
corporations, stockholders or |
creditors dealing with this corporation, are |
concluded thereby, and any and all persons,
or creditors dealing with this |
hereby waive any right or |
cause OF action against the original or sub |
the capital stock issued to 1t, him, her or |
them in payment or exchange for labor done |
or services rendered, or for such rights |
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.
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
is bylaws, and the management and con-
troll of it's affairs, shall be vested In and
exercised by board Of directors composed
IF not less than three 81 or not more than
seven 90 persons, who shall be the holder
If at least one U) share (either preferred
)r commonly Of the capital stock of this
company, majoritv II whom. represented
'ther IN person or by proxy, shall consti-
ute quorum for the transaction Of all
business.
Any director, in his absence from any
Meeting OF the board Of directors shall have
,ower TO appoint in writing another director
'r stakeholder as his proxy, with full power
o act In his stead at such meeting.
The directors shall be elected annually by
,allot by the holders Of the stock, on the
holder of stock shall be allowed to vote in
person or by written proxy, one vote for
ach share OF stock owned by him, and all
Elections shall be held under such rules and /
equations as may be adopted by the board
4 directors. The directors thus elected
hall continue In office for one year, and IN
II their successors shall have been duly
lected and qualified. Any failure to elect
Ulcers or directors shall not be regarded as
forfeiture Of the charter. Any vacancy
on said board of directors shall
'e filled by the remaining directors from
mong the stockholders for the unexpired
ERIN.
The following persons shall be and con-
titute the first board of directors Charles
,. Warren, c. z. A. Carr, e. Howard Nc
,aleb. majority Of whom shall constitute
quorum, with Charles ID. Warren as presi-
lent, c. E. A. Carr vice-president, and E.
Toward McCaleb secretary, who shall be the
Ulcers of the corporation and shall serve
ntil the regular meeting on the first Tues
ay In January, 1913, or until their success
ors have been elected and qualified.
The first board of directors may increase
he number of directors to seven CD, to be
elected by said board without any further
nnual meeting for election Of seven CD
irectors.
ARTICLE vi.
The liability of the stockholders of this
orporation for the contracts or faults of {
his corporation is limited to any unpaid {
alance that may be due by them respective s
7 on their subscriptions. Ii
No mere informality In this act of incor- I
grafton shall render this charter void, or
xpose stockholders TO liability beyond the I
mount Of their unpaid subscriptions.
ARTICLE VII.
This charter may be amended, or this !
orporation may be dissolved, with the as I
Int of the stockholders holding @ majority :
the outstanding stock, at general meet I
.g convened for that purpose, and at least /
IN 10) days notice shall have been given
, the stockholders, through the mail. ad-
ressed to their last known respective places d
business. ;
In ease of disSoiufion nv the avntra tion ~