The herald., 1912-03-21
ARTICLE V.

ahliOlE v
All the corporate powers of this corpora
ton, and the mana genent and control of
its affairs, shall be vested in, and eXer-
cised by, Board of Directors composed
of four stockholders, majority of which
shall constitute a 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 fiye days written notice to the
said stockholders. Each stakeholder shall
be entitled, in person or by proxy, to vote
for every share owned by him, and all cleo
tiOns shall be held under such rules and
regulations as may be determined by the
Board of Directors. At all meetings, wheth-
er of directors or OF stockholders, all ques-
tiOns shall be decided by a majority of the
shares of stock represented at said meet
mgs. The directors, when elected, shall
continue in office for one year and until
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 be
filled by the remaining directors for the I'M
expired term. The Board of Directors shall.
at its first meeting after its election, select
out of its number, a president and one or
more vice-presidents and manager, and
shall also elect secretary-treasurer, who
need not be, however, 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 as 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 board of directors
who shall serve until the election to be held
in 1913.
ARTICLE VI
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-
ments drawn, executed or issued in the cor
porations 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:
/. No stakeholder shall transfer. alien
ate, sell or otherwise dispose Of his stock
until he shall first address a communica-
tion to the Board of Directors, signifying
sucn intent or desire, and thereupon the
board OF Directors shall give immediate
ers. Within ten days after receipt of no.
lice by the board, any or either Of the sur
viving stockholders may purchase said stock
Dy sign1ying the intent SO to do and shall
ninety ha lot of ,~l,
acceptance pay over In cash to the corpor-
alton, In trust for such owner, the value of
said stock, which value shall be established
on the basis of the last annual or semi-an-
nual statement or report Of the company,
used In comparison with the last monthly
trial balance, to which shall be added
twenty-five per cent Of the value thus es-
tabiished, and the amount of the sum thus
nxed shall constitute the value or price of
the said stock. The corporation shall there
upon call In the said certificate or certifi-
Gates OF stock and pay over the price thus
deposited 70 the owner or owners of said
shares and shall issue new certificates of
stock therefor. IL 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.
2. 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 obsery-
ing the formalities hereinabove set forth
provided that no individual stockholdef
snail ever own or control more than fifty
per cent Of the total number Of shares Of
this corporation.
s. The active business Of this corpora.
ton may be terminated at any time when
ana II at meeting called for that purpose
after ten days written notice. stock amonnt.
ing to one-half Of the total stock issued and |
outstanding shall vote TO cease operations
and to stop the business, and Ii within |
ninety days after such decisions the stock |
holders shall not have voted to Iiquidate |
the corporation In the manner hereinafter
provided any stakeholder may cause a re- |
ceiyer to be appointed for the purpose of |
winding up this corporation.