The herald., 1913-06-05

| 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
poraton is hereby fixed at three hundred
thousand $500. 000.0 0) dollars. divided into
and represented by three thousand (3.OOOl
shares of the par value of one hundred
CS10OO0) dollars each. Said corporation
shall be a going concern as soon as one hun
dred thousand (S100,00000) dollars OF its
capital stock shall have been subscribed for.
OF the stock so authorized to be issued.
one hundred thousand $500. OOO.OO) dollars.
shall he preferred stock. and two thousand
| (2.000) shares, amounting TO two hundred
thousand 5000, 00O.00) 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:
I. The holders Of said preferred stock
shall be entitled TO receive out of the net
profits of the business, fixed and deter
mined dividend at the rate OF seven (7G5)
per cent. per annum on the first day Of April
Of each year, beginning with the LIST 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
per cent dividends and to six per per
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 CON-
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.
g The dividends on the preferred stock
are to be cumulative and to bear six (69o)
per cent interest on arrears from the time
that they shall have become due as herein
provided so that IL for any period or pc
| RODS such dividends are not paid, the right
thereto shall cumulate 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 ca,
be paid on the common stock. Such preferred
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 on
the common stock In any one year, shall not
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 restric-
erative or effective until the preferred stock
herein authorized to be issued or any part
of the same shall have been actually issued
and paid for.
A. Beginning on April 1, 1918, and annu-
ally thereafter on April /, there shall be
retired ten thousand 10O000O) dollars Of
the said preferred stock at the par value OF
one hundred (s1O0.O0) 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, at
a premium of ten O09o) per cent or at the
price OF one hundred and ten (S110.00) dol
lars per share, In addition to such dividends
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 case
shall any such preferred stock be redeemed
for cash under circumstances which would
produce an impairment of the capital OF
the company, or which would cause the out
standing common stock to be worth less
than par Such retirement or redemption Of
stock as herein provided for shall be effected
only on thirty days notice after drawing
by lot.
5. The preferred stock shall not here
after be increased beyond the amount Of one
hundred thousand $500, 0000O) dollars, eI-
cept with the unanimous consent in writing
Of all of the holders Of the preferred stock
that may be outstanding at such time. The
salaries of the officers of this company shall
not be increased until and unless the coz
sent Of those holding three-fourths of the
preferred stock then outstanding shall have
first been obtained In writing.
Article V.-An the corporate powers OF
this corporation shall be vested in, and ex-
ercised BY Board of Directors, to be COM
posed Of four az holders of the common
stock, and two (2) holders of the preferred
stock Of said corporation, and such directors
shall be elected annually on the first Mon
day of April Of each year, unless such day
be dies non, and then on the next succeed
Ing business day. Until all or part Of the
preferred stock herein authorized to be Is
sued shall have been issued, the board Of
directors shall consist only Of four a. d.
rectors TO be named by the holders of the
common stock. After the retirement in full
OF such preferred stock as may be Issued the
holders of the common stock shall elect the
four az directors as herein provided.
The first board of directors named in this
charter shall hold their ofice until the Sec
ond Monday of April, 1914, when their sue
cessors who will have been elected shah take
their offices. All elections for directors shall
be by ballot and conducted at the offices of
the said corporation, at such hours and IN
der such conditions as the board of directors
shall direct. Each share of the common
stock and each share Of the preferred stock
shall be entitled to one vote to be cast In
person or by proxy, and the majority Of votes
cast shall elect, The directors who shall
have been declared elected shall meet on the
second Monday Of April following such cleo
ton (unless such day be dies non. then on
the next succeeding business day), and there
elect the officers provided for In this char.