The herald., 1912-08-15

4
bonds to possess and exercise all the DOW
ers OF individual owners thereof, including
the right to vote thereon Except the bust
ness of stock jObbng, which Is hereby ex-
pressly excluded), and generally to hold and
| exercise all such incidental powers and
| privileges as relate to the business and pur-
poses hereinabove 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 10 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 ISL
JOO.OOO.OOD dollars, TO be represented by
fifteen thousand (15,000) shares Of one hun
dred (SlO0OO) 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 1O,O00) 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 (6C6)
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 CON-
pany for any cause, the preferred shares
shall be entitled to 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-
fRrra1 n ha ha ont lad TO
ID 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 threefOurths 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 be issued or 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
shares as the board of directors may deter
mine and direct from time to time to be ex-
pedlent. 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
be thus paid for or exchanged and made
over TO the company. The valuation OF any
and all rights, contracts labor or services
and property movable, immovable and mix
ed, cOrpOreal 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
nv ha hos ard
or directors upon such terms and conditions
Tor the issuance OF such shares of stock,
shall be conclusive evidence of such valha-
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 OF action against the original or sub
seqIent owner or owners Of such shares of
the capital stock issued to Ii, him, her or
them in payment or exchange for labor ione
or services rendered, or for such rights
franchises, credits, contracts and property
valued by the board Of directors as afore-
tract, contracts, or undertaking made by or
entered into with this corporal ion shall be
subject to this provision of 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 books,
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 (3) or not more than
seven 90 persons, who shall be the holder
of at least one "a share (either preferred
or cOmmon) OF the capital stock of this
company, a majOritv sf whom. represented
either In person or by proxy, shall consti-
tute quorum for the transaction Of all
Any director, in his absence from any
meeting OF the board of directors, shall have
power TO appoint in writing another director
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 for
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
OF directors. The directors thus elected
shall continue in office for one year, and IN
til their successors shall have been duly
elected and qualified. Any failure to elect
officers or directors shall not be regarded as
a forfeiture of the charter. Any vacancy
on said board of directors shall
be filled by the remaining directors from
among the stockholders for the unexpired
term.
The following persons shall be and con-
stitute the first board of directors Charles
ID. Warren, c. E. A. Carr, E. Howard Nc
Caleb, a majority of whom shall constitute
a quorum, with Charles ID. Warren as pres- |
dent, c. E. A. Carr vice-president, and f. |
Howard McCaleb secretary, who shall be the
officers of the corporation and shall serve
until the regular meeting on the first Tues |
day in January, 1913, or until their success |
sors have been elected and qualified
The first board Of directors may increase |
the number OF directors to seven %, to be |
selected by said board without any further |
authorization Of stockholders until the next |
annual meeting for election Of seven Cd |
directors.
ARTICLE vi.
The liability of the stockholders of this |
corporation for the contracts or faults Of |
this corporation Is limited to any unpaid |
balance that may be due by them respective |
ly on their subscriptions.
No mere informality in this act of incor- |
poration shall render this charter void, or |
expose stockholders to liability beyond the
amount Of their unpaid subscriptions.
ARTICLE VII.
This charter may be amended, or this |
corporation may be dissolved, with the as
sent of the stockholders holding a majority
Of the outstanding stock, at a general meet
ng convened for that purpose, and at least
ten (1O) days notice shall have been given
TO the stockholders, through the mail, ad-
dressed to their last known respective places
If business.
In case of dissolution by the expiration Of |
this charter or otherwise, the affairs Of this
shall be liquidated by three 90 |
to be elected at the meeting |
ordering such liquidation.
This. charter shall serve as the original
list the undersigned being the