The herald., 1912-03-28
ARTICLE Ill.


corporation is organized, and the nature OF
the business to be carried on by ii are
hereby declared to be as follows:
To apply for, acquire, sell, buy, assign, |
lease, pledge, mortgage or otherwise dispose
OF letters patent OF the United States or of
any foreign country, and all or any rights, |
territorial or otherwise, hereunder; to ap
ply for. hold, sell. assign, lease, mortgage or
otherwise dispose OF patent rights, licenses.
privileges, inventions, trademarks, trade
names and pending applications therefor, re-
lating TO or useful in connection with any
business of the corporation; TO use, manu-
facture, or grant leases and licenses under
any letters patent owned or controlled by
the company, and TO eXpend money in expert
menting upon, and testing the validity or
value Of any patent rights, the company
may have, acquire or proposes to acquire; 10
purchase, lease or otherwise acquire lands
and buildings in this state or elsewhere for
the erection and establishment Of a manu-
factory or manufactures and workshops
with suitable plants, engines and machinery
with a view 10 manufacture. buy, sell, i'm
port and export and generally TO deal in
rail and railway equipment, either directly
or indirectly. through the medium Of agents
or otherwise and generally to do all things
incidental 10 and necessary to carry out the
said objects and purposes.
ARTICLE ".
The capital stock of this corporation is
hereby fixed at the sum of twenty-five thou
sand dollars 1925 100000, 10 be represented
of the par value of twenty dollars (S20.00t
each, and three thousand dollars )$3 900 OOI
OF the said capital stock shall be subscribed
and paid up before the company can organ
iZe and become Il going concern. The re-
naming shares shall be issued by the boa rd
of directors as it shall deem fit and proper
All shares of stock shall be paid for in cash
or property OF equal value actually received.
| and must be- fully paid for before the iSsu-
ance of the certificates therefor. The shares
Of stock shall be worcestershire: and when
ever they are issued for property received,
! the valuation placed by the board OF dircc-
| tors on said property shall he conclusive on
| the corporation and all its stockholders,
present and future.
! The capital stock shall be represented by
stock certificates. transferable only on the
| books or the company on surrender OF the
outstanding certificates or proof Of loss
! thereof. and under such rules and rcgula-
! tionS as the board Of directors may provide.
! II Is n condition precedent and one of the
conditions under which the stock is issued,
thar, before any holder Of stock shall cx,
change or sell. or offer his stock TO an
| outsider for sale or exchange, he shall first
Offer same for a term Of twenty days Ia
the holders OF the cOmpany's stock at a
price not exceeding its market value. Such
offer shall be made to all holders Of stock
! by a letter addressed TO the secretary-tr treas
urer Of this corporation. and each holder
shall be immediately notified by the sait
Secretary-treaSurer and the stock OfercC
shall he offered for sale to the remaining
holders Of such stock who shall be entitled
to secure same within said period Of twenty
days at such market value in proportion L
the number OF shares then held by them ol
in case any holder of stock does not deSir,
to purchase said stock, then the same shal
be divided among the remaining holders o
stock in proportion 10 their holdings. Onll
in case the said stock is not purchased with
in term OF twenty days shall said Owne
desiring to sell same be entitled to dispos
of it 10 outsiders.
This corporation reserves to itself tn
| right to cancel any and all subscriptions {,
stock on the failure or default of the sub
Scriber to pay for same after a ten-tiay de
mand by the board of directors: said de
mand to be- in writing and mailed to the las
, known address Of said subscriber. All sui
scriptions 10 stock are made and receive
subject to this condition.
ARTICLEv V.
The officers Of this corporation shall con
sist Of a president, a vice-president and
, secretary-treasurer. holders of stock, all q
whom together with three other stockhold
, ers shall constitute the board OF directors
All the corporate powers of this corpora
tion shall be vested in and exercised by tn
/ said board OF directors, any four of whor
shall constitute a quorum for the transactiO
of business The members of the board o
directors may act in person or by proxy I
writing attested by two witnesses The pre-
siding officer acting at anv stockhOlderc
4 meeting. or at any meeting OF the board q
! directors shall be entitled to vote but I'm n
: case of tie vote shall such presiding office
= he entitled to cast the deciding vote II b,
. ing the understanding that in case the men
bers OF the board Of directors, or the stool
holders In meeting assembled, he equally d
vided on any matter, that no action be take
on such matter.
J. The first board OF directors shall consis
: OF Charles V. Frey, president: Edward JamC
i Enright. vice-president John Woods FL
e right, secretary treasurer. and three otht
e holders Of stock all Of whom shall sery
Il until their successors are duly elected an
g qualified. This and succeeding boards
L directors shall have the power to fill yacal
cies caused by withdrawal in their numbe
v but In case OF the death Of any member
e the board of directors. his legal Representa-
e tive shall act in his place and stead durir
D. the unexpired term for which said deceast
d director was elected.
D The board OF directors shall he elect,
y annually hereafter at the domicile OF tn
corporation after ten days notice in writir
% mailed to the last known address Of the hol
- ers OF sto6h on the first Monday Of Mare
: or as soon hereafter as possible, at NEE
L Ing OF the holders Of stock convened for tn
b. purpose. The failure to hold said stoc
C. holders meeting on said date shall not "a
- felt the charter of the corporation. hut &
e board Of directors shall remain In office u
j" I'll their successors are duly elected al
v qualified. All contracts involving an amou
= exceeding one hundred dollars $4,000
n' shall be subject to the action OF the boa
e Of directors. and the president or officer a,
% power to sign contracts exceeding Il
Vi amount except by and with the authority
49, the board Of directors. said authority TO
~ expressed in the form of a resolution
H. motion passed by n vote Of the directors.
=, Each share OF stock in this corpora II
20 shall be entitled TO one vote at all sto,
%, holders meeting, to he cast by the stO,
Vi holder in person or by proxy. Two-thir
OF the stock shall he necessary as a uuorl
for the transaction of business at all sto
holders meetings
- The majority Of the stock present or r.
. resented by proxy shall be necessary for
passage of any motion or resolution at su
stockholders meeting
The annual meeting for the election
the board of directors shall be preceded
ten days notice mailed to each sto
, holder at his last known address; a spec
meeting OF the stockholders may be called
any time by the president or when requC
ed by the holders of two shares Of the st,
of this corporation, the object Of said me
rE ing to he stated In writing as provided
n other meetings.
ARTICLE VI
,S No stakeholder shall ever be held liza
"a or responsible for the contracts, faults
nf defaults Of this corporation, nor shall
,b mere inf0rmality in its organization hi
Nv the effect OF rendering this charter null
~ exposing any stockhOlder to any liabl
a,r beyond the unpaid amount due on his sto
es this clause being made a part of~the char
nd ol tnls coTPoIalIoh uhue. the prenIsIo.ns
red tne HoW eAist.ns Jaw anu W We eHectNe