The herald., 1913-07-24

Inc president, or IN MS absence, the vice
president, shall be the proper person upon
whom citation or other legal process shall
be served.
Article 1.-THE objects and purposes for
which this corporation is organized, and
the nature of the business 10 be carried on
by ii, are declared to be the following, TO-
wit:
To conduct a general manufacturing ana
dealing business in lumber and lumber pro
ducts, and 10 this end il shall have The
right 10 operate saw mills and factories fpI
the manufacture of furniture. OFF go fixtures
sash, door and blinds or other lumber PRO
duets, or any other product incident thereto
. 10 maintain stores and agencies for the 81 IL
of their goods and in the carrying out II
these purposes they shall have the right o.
buy and hold property, to acquire timber
lands 10y purchase OF lease, To operate boat d,
vessels, railroads or tramwayS for the trans
poratiOn Of lis products, and 10 perform
any and all matters in the carrying out The
objects of its business.
Article lII.-rhe capital stock Of tbs
, corporation shall be one hundred Thousand
tSlOO.OOOl dollars, divided into and repre-.
Scntcd by eight hundred and fifty $500
shares of preferred stock of the sum of one
hundred iSlOOb dollars per share and one
hundred and fifty tlJOD shares Of common
stock Of the sum of one hundred (SloOD dol
lars per share. The preferred stock Of his
company shall be- entitled To dividends al
the rate of eight per Centum per annum
prior 10 the payment Of any dividends upon
the common stock. and such dividends upon
O. Z
common stock j. not to receive dividends for
any year unless eight per centum be first
paiu IOr that year on the existing OutSta1d
Ing amount of preferred capital stock: but
when eiS". per ccntum be paid for any yea.
on the whole combined common and pre-.
ferred capital stock, further dividends for
that year are To be paid on both preferred
and common stock without distinction.
The preferred and common stock shall %,
paid for in cash N the time Of subscription.
or the same may be issued al not less than
par. in payment or exchange for property or
rights actually received or purchased by said
corporation, or the same NAV be issued fun
paid. for money advanced and for such other
valuable considerations or services as the
board of directors Of said corporation NAV
determine: provided. that no stock shall be
issued until the consideration therefor has
been received by the said corporation
ANY Stockholder may sell assign or trans
FER his stock in this corporation provided
thirty t3OD days prior notice Of such inten-
ton To sell, assign or transfer the same be
given the company, and the other StockhOld-
crS thereof shall have the first privilege of
purchasing same, after which thirty days
notice the said stock may be- sold in open
market.
The stock of said corporation may be
transferred under the above conditions pro
vided, such transfer thereof be made on the
books of said company. at its office. and on
surrender of the certificate therefor No
transfer Of any fractional part of a share
snail be made
THIS corporation shall commence doing
business as soon as three thousand CS3 ,OOOI
dollars of the capital stock shall have been
subscribed for.
The board of directors shall have the right
TO determine how much stock shall De- -
sued.
Article IV.-The corporate powers of this
company shall be vested in and exercised by
a board Of directors Of not less than four
90 members, consisting of the president
Nlce-preSident, secretary and treasurer
Three Of said board shall constitute a quo
hA frar ion, g h,,.f
their decisions shall be valid corporate acts
The following persons shall constitute the
first board of directors: Conrad II. Fischer.
James X WeSterfeld. Frederick Fischer and
Albert J. DerbeS.
The OrnceS of secretary and treasurer NAV
De held by one or more persons, who need
not be stockholders
During the absence of the president the
vice-presdent shall act and preside
said board shall continue in Office until
the second Monday in July, 1918. on which
date, and thereafter annually. board of
directors shall be elected, unless the same
should be holiday, when the election shall
be held on the next legal day thereafter
Notice Of such election shall be given
only to common stockholders by at least ten
(lO) days continuous publication immedi-
ateIy preceding each election in one OF the
daily English newspapers of this city: and
the board OF directors shall appoint one or
more common stockholders TO preside al
such election as commissioners In the
event of the failure of any commissioner or
commissioners to attend the president shall
by appointment. nil the vacancy. Any fail
ure from any cause whatever to elect direc-
tors the day named for that purpose shall
not dissolve the corporation but the direc-
tors then in office, as well as the officers
or said company. shall hold over until their
successors are chosen.
In such event the president shall cause
another election to be held within thirty
days: and shall give notice thereof as here
inbefOre provided.
At every election or meeting each common
stakeholder shall be entitled to vote for
each share of stock registered in his name
ana may vote by proxy. Preferred stock
snail have M voting power and only com
mon stock shall have the power Of voting
TO elect directors, or the power of voting
on any other election, or for any purpose
The election of directors shall be by bal
lot, and the majority in amount of votes
cast, each share of stock voted upon TO be
counted Tor one vote, shall elect the person
or persons for whom they have been cast
AFTER each election the board of directors
shall elect from their own number the Off
GERS of said company.
Article N.-The board of directors shall
nave the tull power TO I'LL vacancies i'm their
number, caused by death, resignation or
otherwise, from among the stockholders of
the corporation.
The said board shall have full cont,ol of
the property of this company and shall so
conduct, manage and use the same as in
their discretion they deem fit, and that is |
consistent with the objects of this company |
Ut lne Nellafe or the same
The said board is further authorized IN |
frame and adopt such bylaws. rules and reg
ulatlons as the affairs and business of the |
corporation may require and as il NAV deem
necessary Tor the conducting and manage
menc thereof; provided, the same shall nor
conflict with this charter or with the laws |
OF the state or of the United States.
Inc said board shall elect or appoint a |
secretary and such other officers, agents, en- |
plOyeeS, servants and clerks as il NAV deem
necessary for the conducting of the business |
Dt the corporation, term OF service with |
lhe right TO dismiss them at said boards |
pleasure.
Article VI.-This charter may be changed.
modified or amended the capital stock in
creased or decreased, or this corporation
may dissolve at general meeting of the
stockholders convened for the pur-
pose win the assent OF three-fOurths of the
entire common capital stock, whether pres
INT or represented at such meeting
Ten days prior notice of such meeting
'hall be given In any daily English newspa-
per published in the city
In case of dissolution or termination of
,harter or from any cause, the Humiliation
't IT'S affairs shall be conducted by three
selected from the common
'tocknolders: with like assent and at a meet
ng called Tor that purpose, as above set
'orth In this article.
Said commissioners shall remain In oa,oo
lntlI the affairs of said corporation shall
ave been fully liquidated. In case of the
leath or one or more of said commissioners
let. ~
Article Vino stakeholder of this cor-
,oration shall ever be held liable or resnon-
'lDle Tor the contracts or faults thereof In
my further sum than the unpaid balance
Tue the company on the shares of stock
IIS Tor or owned by him nor shall