The herald., 1912-07-18

er, heat and all purposes to railroads and
the general public, and to towns and cities
and the inhabitants thereof, and to any and
all persons and corporations; and to that
end to acquire by lease or purchase rights
Of-way, privileges and franchises for cleo
trical wires, poles and cOnduits and cleo
trical plants completed and uncompleted,
and the same to build, complete, maintain,
operate, manage, lease, sell, ALLEVIATE or dis
pose Of to create, establish, acquire, con-
struct, own, hire, lease, rent, operate main
for all purposes; and in furtherance OF the
tain and manage lines Of telegraph or tee-
phone upon, adjacent TO, in the vicinity Of.
along the route, and within the cities,
towns, area and location through which said
railroad or railroads traverse, or elsewhere,
with such connections and extensions aS
may be hereafter determined upon and 10
| that end TO acquire by lease or purchase
rights-Ofway, privileges and franchises for
telegraph or telephone wires, cOnduits, poles
and telephone and telegraph plants com
| pleted and uncUfnpeted and the same TO
build, complete. maintain, operate, manage,
| lease, sell. ALLEVIATE or dispose of; also TO
| buy, own, SELL construct, lease and operate
waterwOrks plants and pipes, and to supply
water for public or private purposes to pO-
| lttical corporations or to individuals: also
to buy own, sell, lease. construct and ope-
| rate ferries, also TO buy, own, sell, lease and
| operate plants. pipes and systems for the
manufacture and distribution and sale Of gas
| above objects and purposes to purchase, ac-
quirc, hold and dispose OF stocks, bonds, and
| other evidences OF indebtedness OF railroads,
street railways and tramways, ferries, ca
mails, telephone and telegraph companies,
electric light, power. heat apd lighting com
panieS, gas, waterwOrks and gas companies
of the character hereinabove described, and
in respect of any and all such stocks and
| bonds 10 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 eI-
pressly excluded, and generally to hold and
exercise all such incidental powers and
l fNFi 1afa tn htt.i nn md
poses hcreinabOve 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 as 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 tS1,-
800, OOO.OOD dollars, to be represented by
| fifteen thousand (l5,000) shares Of one hun
dred tS10O.OO) 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 (10,OOO) 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 (6Go(
per centum per annum and no more, from
the LIST day OF July 1912, for 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 com
pany for any cause, the preferred shares
shall be entitled 10 be paid in full before
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
% 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 special meeting held for the
purpose.
The company shall commence business and
become, going concern as soon as thirty
| 800 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 he issued 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
mine and direct from time to time to be ex-
pedient. The capital stock 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
he thus paid for or exchanged and made
over TO the company. The valuation of any
and all rights. contracts. labor or services,
n mr. art 10 fnr 10 and "
ed, corporal or incOrporeal, accepted and
received by the corporation for its corpO-
rate purposes in payment, exchange or other
wise, for any Of the shares or capital stock
OF this corporation, and fixed by the board
OF directors upon such terms and conditions
for the issuance OF such shares of stock,
shall be conclusive evidence of such valna-
ton and any and all persons, partnerships
associations, corporations, stockholders or
creditors dealing with this corporation are
concluded thereby, and any and all persons,
partnerships, associations, corporations
stockholders or creditors dealing with this
corporation, hereby waive any right or
cause or action against the original or sub
seqIent owner or owners Of such shares of
the capital stock issued to 1t, him. her or
then in payment or exchange for labor done
or services rendered, or for such rights,
franchises, 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 or this charter.
All OF said stock shall be full paid and
worcestershire when issued and delivered
and transfers thereof shall not be binding
on the company unless recorded in its book 5,
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
its bylaws, and the management and con-
troll of its affairs, shall be vested In and
exercised by a board Of directors composed
Of not less than three 81 or not more than
seven 90 persons, who shall be the holder
Of at least one (1) share (either preferred
or commOn) of the capital stock of this
company, a majoritv Il whom. represented
either in person or by proxy, shall consti-
tute quorum for the transaction Of all
business
Any director, In his absence from any
meeting of the board of directors, shall have
power to appoint in writing another director
i or stakeholder as his proxy, with full power
to act In his stead at such meeting.
The directors shall be elected annually by
ballot by the holders of the stock, on the
first Tuesday In January Of each year. Each
holder of stock shall be allowed to vote in
person or by written proxy, one vote fer
each share of stock owned by him, and all
elections shall be held under such rules and
| regulations as may be adopted by the board