The herald., 1912-03-14


| materials of that nature and generally To
do and perform any and all things neceS-
| Sary or germaue TO the business herein
| contemplated.
ARTICLE ".
| The capital stock of this corporation is
| hereby fixed at the sum of ten thousand
| dollars, divided into one hundred shares of
the par value of one hundred dollars each,
| which shares shall be paid for in cash, Or
| in the purchase Of property. All shares OF
| stock shall be full-paid and worcestershire.
| No transfer of stock shall be binding upon
| the corporation unless made upon its books,
| and all certificates of stock shall lie signed
| by such officers may be- designated 10y
| the Board of directors.
ARTICLE V.
| All the corporate powers of this corpora
| tiOn, and the management and control of
| its affairs shall be vested in, and eXer-
| cSed by u Board Of Directors composed
| of four stockholders Il majority of which
| shall constitute quorum for the transac-
| tiOn 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
| be- entitled, in person or by proxy, 10 vote
| for every share owned by him, and all cleo
| lions shall he held under such rules and
| regulations as may be determined by the
/ Board OF directors. Al all meetings, Nneiu-
| er of directors or of stockholders, all ques-
| tiOns shall be decided by majority of the
| shares of stock represented at said meet
! ingS. The directors, when elected, shall
continue in office for one year and unul
| their successors have been duly elected and
| have qualified. No failure TO elect shall
| operate the forfeiture of this charter. Any
| vacancy occurring on said board shall Oe
| filled 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, Il president and one or
more vice-presidents and 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
| ton at pleasure, and 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
stakeholder 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
mentioned offices and elect one person TO
the dual position.
Immediately after the signing of this
| charter the stockholders shall, without fur
| Their formality, elect a board OF directors
who shall 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-
me ats drawn, executed or issued in the cor
poration's 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 this
| 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:
i. No stockholder shall transfer alien
| ate, sell or otherwise dispose Of his stock
| until he shall first address a communica-
/ ton to the Board of Directors, signifytng
| such intent or desire, and thereupon the
| Board of Directors shall give immediate
| notice thereof to the remaining stockhold-
ers. Within ten days after receipt of no
| tice by the board, any or either of the sur
| viving stockholders may purchase said stock
| by signifying the intent so to do and shall
| within ninety days from the date of such
| acceptance pay over in cash to the cOrpor-
| atiOn in trust for such owner, the value of
| said stock, which value shall be established
| on the basis of the last annual or semian-
nual statement or report OF the company,
used in comparison with the last monthly
| trial balance, 10 WHICH Sldll De duueu
twenty-five per cent of the value thus es-
| tabished, and the amount of the sum thus
| fixed shall constitute the value or price of
the said stock. The corporation shall there
| upon call in the said certificate or certih-
| Gates of stock and pay over the price thus
| deposited to the owner or owners of said
| shares and shall issue new certificates of
| stock therefor. If more than one stock
holder signifies a desire to purchase the
| stock in question, the same shall be divided
pro rata in accordance with the holdings
| of such proposed purchasers.
| .. In case of the death of any share
| holder, the option is hereby granted to the
remaining stockholders to purchase the stock
| held by said deceased stakeholder within
| ninety days following such death under the
| same terms and conditions and by observ-
| ing the formalities hereinabove set forth :;
| provided that no individual stakeholder
| shall ever own or control more than fifty
| per cent of the total number of shares of
| this corporation.
| 3. The active business of this corpora.
| ton may be terminated at any time when
| and If at a meeting called for that purpose
after ten days written notice, stock amount
| ing TO One-half Of the total stock issued and
| outstanding shall vote to cease operations
and to stop the business, and If within
| ninety days after such decisions the stock
| holders shall not have voted TO liquidate
| the corporation in the manner hereinafter
provided any stakeholder may cause a re-
| ceiver to be appointed for the purpose of
| winding up this corporation.
| The foregoing stipulations l, and 3
are declared to be of the essence of the
| rights of the parties in this corporation
| and all certificates for shares of stock shall
| contain a reference to the same
| In order to avoid disputes the annual and
| semi-annual report and monthly trial bal
| ance shall be made up to the satisfaction of
all the stockholders, and any dispute, or
| any all of the items thereof shall be
submitted to arbitrators, one to be select
| ed by the Board. another by the Directing
| stockholders and third by these two acting
| together. The report of the majority to
| be final.
Provided nothing herein contained shall
be construed to prevent the parties agree
| ing among themselves as TO the price of
such sale.
ARTICLE VIII.
This act Of Incorporation may be changed,
modified or altered, and this corporation
stockholders owning three-fourths of the
stock of this corporation, present or rep
resented at a general meeting convened for
that purpose, and after at least three days
notice of this meeting shall have been
given through mail, addressed to each stock
holder, at his last known place of resi-
dence. In case of dissolution by the expira-
ton Of this charter, or otherwise. the stock
holders shall elect liquidator from among
their own number, who shall have full au-
thority to settle and wind up the business
and affairs of the company. The terms and
conditions of, and the compensation for
such services, shall be fixed at the time of