The herald., 1912-02-01

for upon the Issuance Of the certificate there
for, In cash, property, for the purchase Of
property or services rendered, on the accept
ance of the subscription therefor or in such
fnstallments, 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
non -assessable, and no transfer of stock
less made upon its books. all certificates Of
stock to be signed by such officers as may
be designated by the board Of directors. This
corporation shall begin business and be-
sand dollars (S3,O0OOO) Of Its stock shall
have been subscribed. Whenever any stock
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 of directors; and II no price is Of
| stockholders shall have the privilege of buy
| ing saiu shares at the book value thereof !;
with such allowance, II the corporation Is
earning dividend, added thereto, and for
| the good will Of the business as the average
net earning capacity of the stock for two
years preceding the sale shall fairly entitle
It to. If 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-
er a stakeholder or not. II any one, or
more, stockholders do not wish to buy here
under then the remaining stockholders shall
have the right to buy all the stock so of
| fered. In proportion to their holdings. The
secretary shall at once notify all the stock
holders. IN writing, mailed to their last place
of residence on the books of the corpora
ton, of the stock offered for sale.
ARTICLE v.
All the corporate powers Of this corpo
ration and the management and control OF
Its affairs shall be vested In and exercised
by a board Of directors, composed Of thret
stockholders, a majority OF whom shall con
stitute a quorum for the transaction of al
business. These directors shall be elected
ANNUALLY by the stockholders at a meetinl
to be held at the domicile Of the corporation
ION the first Tuesday In the month Of Januarl
titled. In person or by written proxy. to {
vote for each share OF stock owned by hin
|. and all elections shall he held under sucl
rules and regulations as may be determined
thus elected shall continue In office for on
year or until their successors shall hav
, been elected and have qualified. No failur
to elect shall be regarded as a forfeiture Q
: this charter. Any vacancy occurring In tn
: board shall be filed by the remaining direc
tors for the unexpired term. The board o
, directors shall at their first meeting afte
their election, by viva voce vote, elect fron
among their number a president, vice-pres
, dent and a secretary-treasurer, or they ma
confer and combine the functions of treas
D urer on any other officer. The terms Of sal
: officers shall be the same as that Of tn
: board electing them, and their powers an
Z duties shall be such as appeartain to thei
several offices or such as may be prescribe
by the bylaws or resolutions of the board
The said board of directors shall have pow
Ter to make, and from time to time amend
bylaws, rules and regulations for the cor
. duct of the affairs Of the corporation, an
Z to employ and dismiss managers, clerks an
!. other employees Of the corporation as tn
: interest and business Of the same may r,
quire. Any Of the directors shall have tn