The herald., 1912-01-11
ARTICLE ".

The capital stock OF this corporation is
hereby fixed at the sum of fifty thousand
dollars lS5O,OOO.OO), divided into five hun
dred (5OO) shares of one hundred dollars
!S1OOOO) each, which shall be fully paid
for upon the issuance Of the certificate there
for, In cash. property, for the purchase of
property or services rendered, on the accept
ance or the subscription therefor or in such
instailments. 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
on-assessable, and no transfer of stock
shall be binding upon the corporation m-
less made upon its books, all certificates Of
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.OO0.O0l of its stock shall
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 or directors; and II no price Is Of
fered by an outsider, then the remaining
stockholders shall have the privilege of buy.
Ing SAM shares at the book value thereof !:
with such allowance IL the corporation is
earning dividend, added thereto, and for
tue SuOu Will OF the business as the dvera
net earning capacity of the stock for two
years preceding the sale shall fairly entitle
IL to. III the stockholders desire to avail
themselves OF the privilege to buy there
under they must decide to do so within ten
(1O) days after the stock is offered to them
otherwise the shareholder wishing to sell
shall have the right to sell to anyone, wheth-
e era stockho,der or not. II any one. or
more, stockholders do not wish to buy here
under then the remaining stockholders shall
nave the right to buy all the stock SO Of
Tered, In proportion to their holdings The
holders, In writing, mailed to their last niace
or residence on the books OF the corpora
ton, of the stock offered for sale.
ARTICLE v.
AH the corporate powers Of this corpo-
ration and the management and control OF
its affairs shall be vested In and exercised
by board Of directors, composed of three
stockholders, a majority of whom shall CON
stitute 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
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
been elected and have qualified. No failure
to elect shall be regarded as a forfeiture of
this charter; Any vacancy occurring in the
tors for the unexpired term. The board OF
directors shall at their first meeting after
their election, by viva voce vote, elect from
among their number president, vice-presi-
dent and a 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
er to make. and from time to time amend,
bylaws. rules and regulations for the con-
duct of the affairs of the corporation, and