The herald., 1912-04-11
ARTICLE V.

ARTICLE V.
All the corporate powers Of this corpora
ton, and the management and control Of
its affairs, shall be vested in, and exer.
cised by, a Board of Directors composed
Of four stockholders, majority o. which
shall constitute a quorum for the transac-
ton Of all business. The directors shall be
elected annually by the stockholders at a
meeting to be held on the second Monday in
January OF each year, said meeting TO be
preceded by five days written notice to the
said stockholders. Each stakeholder shall
for every share owned by him, and all cleo
lions shall be held under such rules and
regulations as may be determined by the
Board OF Directors. AT all meetings, wheth-
er of directors or of stockholders, all QueS-
tions shall be decided by a majority of the
shares of stock represented at said meet
ings. The directors, when elected, shall
continue In office for one year and until
have qualified. No failure to elect shall
operate the forfeiture Of this charter. Any
vacancy occurring on said board shall be
nlled by the remaining directors for the IN
expired term. The Board of Directors shall,
at its first meeting after its election, select
out of its number, a president and one or
more vice-presidents and a manager, and
shall also elect secretary-treasurer, who
need not be, however, a member Of the
board. The president and manager shall
have the right to appoint and dismiss the
clerks and other employees of said corpora
tion at pleasure, and as the interest and
business OF the same may demand. He may
exercise this authority by proxy. Any direc-
tor being sick or absent or about to absent
himself, shall have the right to appoint, by
written instrument, another director or
stockholder to act as his proxy and in his
stead at any and all of the meetings of said
Board OF Directors during such absence or
illness. The Board of Directors shall have
authority to combine any two Of the above
mpnfi0nRd nfflPQS
the dual position.
Immediately after the signing of thi,
charter the stockholders shall, without fur
Their formality, elect board of directors
VINO snail serve until the election to be held
In 1913.
ARTICLE VI.
The funds of this corporation shall be
deposited, from time to time, in a bank or
banks TO be selected by the Board of Direc-
tors. All checks, notes or other instru-
ments drawn, executed or issued in the cor
porations name and behalf shall be coun-
tersigned by at least two officers of the
corporation. No officer shall thus sign or
endorse the name of the corporation, save
strictly in its concerns.
ARTICLE VII.
Stock is taken, held and possessed in thi,
corporation under the following contract
and agreement between the subscribers here
TO and between all those who may hereafter
become owners of any stock in the corpor-
alton, tO-wit:
l. No stockholder shall transfer, allen.
ate, sell or otherwise dispose of his stock
until he shall first address a communica-
ton TO the Board of Directors, signifying
such intent or desire, and thereupon the
Board or directors shall give immediate
notice thereof to the remaining stockhold-
ers. Within ten days after receipt of no.
ice by the board, any or either of the sur
SI stockholders may purchase said stock
ny sisniIylng the intent SO to do and shall
within ninety days from the date of such
acceptance pay over in cash to the corpor-
alton, In trust for such owner the value az
said stock, which value shall be established
on the basis OF the last annual or semi-an-
nuai statement or report OF the company.
USED In comparison with the last month";
trlal balance, to which shall be added
twenty-five per cent of the value thus es-
s saoi,sned, and the amount Of the sum thus
nxed snail constitute the value or price Of
the said stock. The corporation shall there
upon call In the said certificate or certif |
Gates OF stock and pay over the price TIM,
u os o 10 the owner or owners Of said |
shares and shall issue new certificates Of
stock therefor. II more than one stock. |
holder signifies a desire to purchase tbe |
STOCK IN question, the same shall be divided
pso rata IN accordance with the holdings
Oh such proposed purchasers
= In case OF the death of anv sb.r.
holuer, the option Is hereby granted to the
remaining stockholders to purchase the stock
ueIu py SAID deceased stakeholder within
ninety days following such death under the
same terms and conditions and BY obsery.
ing the formalities hereinaboye set forth
IroVlded that no individual stockholdas
,halI ever own or control more than fifty
ler cent OF the total number of shares 81
his corporation Vi
, s. The active business Of this cornora.
ION may De terminated at any time when
lnd II at a meeting called for that nurnosa
.Iter ten days written notice, stock amonnf.
ng TO one-half Of the total stock issued and
'utSstandlng snail vote to cease operations
ninety days after such decisions the stocI
,olders shall not have voted to Iioutdata
ne corporation in the manner bereina fter
'rSvlded any stakeholder may cause a re.
EVER 10 be appointed for the purpose ofl
Winding up this corporation. poSe VI