The herald., 1913-06-19

America and to have power TO hold, pur.
chase. mortgage and convey both real and
personal property in any OF said states or
territories.
Article IV.-The capital stock Of this cor
poration IS hereby fixed at three hundred
thousand $500, 0O000) dollars. divided into
and represented by three thousand t3.oool
shares of the par value of one hundred
CS1OO.0O) dollars each. Said corporation
shall be a going concern as soon as one hun
dred thousand S100.0OO.OO) dollars or its
capital stock shall have been subscribed for.
OF the stock so authorized TO be Issued,
one thousand Il .00O) shares. amounting 10
one hundred thousand (s100,OOO.OO) dollars;
shall he preferred stock, and two thousand
- OO0) shares. amounting to two hundred
thousand $500, OOO.OOD dollars. shall be com
mon stock Each share Of the common and
preferred stock shall be entitled 10 one vote
in person or by proxy at all meetings OF the
stockholders.
The amount of the preferred stock shall
not be increased, as hereinafter provided,
and shall be issued only upon the terms,
conditions. limitations and provisions fol-
lowing. tO-wit:
/. The holders of said preferred stock
shall be entitled TO receive out OF the net
| profits of the business. a fixed and deter
| mined dividend at the rate of seven (1Tol
per cent per annum on the first day of April
| Of each year, beginning with the 1st OF April,
| 1914, before any dividend can be set apart
| for. or paid on, the common stock, for the
| period Heretofore elapsed. The principal
| or par value OF said preferred stock, with
seven (70,) per cent dividends and six per
| cent 1917 interest on arrears, from the
time that they shall have become due, shall
| ne paid in full out of the assets OF the COM
pany, in preference TO the common stock,
| In the event OF any liquidation of the com
| pany, whether said liquidation be through
insolvency. receivership or the termination
| OF its corporate existence or for any other
| cause before any distribution OF the capital
| or surplus shall be made to the holders OF
+, the common stock.
| 3 The dividends on the preferred stock
are to be cumulative and to bear six $50 }
per cent interest on arrears from the time
| that they shall have become due as herein
provided so that II for any period or pc.
RODS such dividends are not paid, the right
thereto shall cumuate as against the com
mon STOCK and all arrears thereof SO cumu
lated and interest thereon as herein provided
for, must be paid before any dividends can
be paid on the common stock. Such prererreo
stock, however, shall not be entitled to par
ticipate in any other or additional earnings
or profits OF the corporation.
2 Until the preferred stock with all ar
rears Of dividends and interest on the same
shall have been retired, as herein provided
for, the total amount OF the dividends or
J the common stock In any one year, shall MOI
exceed seven (1To) per cent on the race
value thereof. But none OF the provisions
!, of this charter either hereinbefore or here
! matter set forth with regard to the pre-
; ferred stock or with regard to any restrlc
tions on the common stock, shall become op
J herein authorized to be issued or any par
of the same shall have been actually issued
: and paid for.
4. Beginning on April 1, 1918, and annu
! ally thereafter on April /, there shall b
retired ten thousand (S10,0O0.OO) dollars o.
the said preferred stock at the par value o.
one hundred (s100.0O) dollars per share
, The directors, however shall have the option
, of retiring the said preferred stock in whole
or In part at any time after Its issuance, a
; premium of ten (109o) per cent or at tn
price Of one hundred and ten ($11O.0Ol dol
. lars per share, In addition to such dividend
and interest as may be due thereon, as here
inbefore provided for. Such retirement shall
, be effected only by payment out OF the sur
: plus fund Of the corporation, and In no cas-
: shall any such preferred stock be redeemed
for cash under circumstances which woul'
/ produce an impairment OF the capital o
the company, or which would cause the out
J standing common stock to be worth les
. than par. Such retirement or redemption o
stock as herein provided for shall be efecte'
only on thirty days notice after drawing
by lot.
. after be increased beyond the amount OF on
: hundred thousand (s1O0, 000.00) dollars, ex
, cept with the unanimous consent in writin,
of all of the holders OF the preferred stool
that may be outstanding at such time. IN
salaries of the officers of this company shall
, not be increased until and unless the con
sent Of those holding three-fourths OF tn
: preferred stock then outstanding shall hav
. first been OOtalneO IN WrltluR.
Article v.-All the corporate powers o
, this corporation shall be vested In, and ex
ercised BY, a Board of Directors, to be com
posed OF four az holders of the common
r stock, and two (2) holders of the preferre'
: stock Of said corporation, and such director
7 shall be elected annually on the first Mon
} day of April Of each year, unless ssch da!
) be a dies non. and then on the next succeed
ing business day. Until all or part OF tn
preferred stock herein authorized to be- Is
sued shall have been issued, the board o
, directors shall consist only Of four "a al
I rectors to be named by the holders OF IN
, common stock. After the retirement In ful
D of such preferred stock as may be issued, tn
/, holders of the common stock shall elect tn
e four az directors as herein provided
] The first board Of directors named In thi
] charter shall hold their ONCE until the sec
5 ond Monday OF April, 1914, when their sue
cessors who viii have been elected shah TAX
, their Offices All elections for directors shal
= be by ballot and conducted at the offices 0
|, the said corporation, at such hours and m
{ der such conditions as the board Of director
) shall direct Each share of the commo
stock and each share of the preferred stoc
r shall be entitled to one vote, to be cast
r person or by proxy, and the majority OF vote
e cast shall elect. The directors who shal
have been declared elected shall meet on tn
: second Monday of April following such eleC
; ton (unless such day be a dies non, then o.
| the next succeeding business day., and ther
Z elect the officers provided for In this char