The herald., 1913-12-18

action upon any matter shall be considered
valid, corporate act when, previously to the
holding of said meeting, and after the ten
days notice hereinabove stipulated shall have
in writing thereto. Said written consent shall
be spread upon the minutes of said meeting.
The board OF directors shall have power to
determine the manner and cause for which
vacancies may be declared on said board, and
shall have the right to fill any vacancy oc-
curing thereon by the election of some quail
flied stockhoder, who shall serve until his
successor is elected at the annual election.
No person shall be eligible as a member of
the board unless a stockholder of the cor
poratiOn.
The officers Of the corporation shall be
president, vice-president, secretary and treas
urer, OF whom the president, vice-presidnet
and treasurer shall be elected by the board
from among its members. and the secretary
from among the stockholders. The Office OF
vice president and treasurer may be combined
and be held by one and the same person.
Immediately after the signing of this char
ter the subscribers hereto, stockholders,
shall elect from among the stockholders said
board of directors, and at the same meeting
elect the officers to serve the corporation.
Said board of directors shall continue in
Office until the third Monday in January,
1915, on which day, and annually thereafter
board of directors shall be elected by ballot
for the term OF one year. Such election shall
be held under such rules and regulations as
may be provided by the board of directors.
Any failure from any cause whatever to elect
not dissolve the corporation, but the board of
directors then in Office shall hold over until
their successors are chosen. At every cleo
| tion and meeting of the stockholders the vote
shall be by ballot, and each share of stock
shall be entitled to vote to be cast by
the owner in person or by written proxy. The
cast shall be declared elected as the board Of
directors. The board shall have the right to
appoint and discharge such managers, clerks,
agents and other employees, as may be deem
.
| change, and amend all bylaws, rules and
| regulations for the proper conduct and man.
agement OF the affairs, business and concerns
OF the corporation, and not in conflict with
| this charter or the laws of this state.
All warrants, checks, drafts or other obliQa-
| tions of this corporation shall be signed by
the president, or by the treasurer.
Any officer or director may De removed ty
| a majority vote OF the stockholders.
When all seven directors consent thereto
or are present, the notices otherwise required
Article VI.-Meetings of the stockholders
| may be called at the pleasure of the presi-
dent, or on the written consent of a major
Ity OF the board OF directors or stockholders
| by law, all questions submitted at the stock
holders meeting shall be decided by ma
| Jority OF the stock voted at said meeting
All meetings OF the stockholders, whether
| general or special, shall be held only after
ten days written notice to each stockholder
| Such notice shall be signed by the president
or secretary. and shall be sent to each stock
holder by mail, directed to him at his last
known place of residence. The said notice
may be waived by the unanimous consent of
| all of the stockholders.
| Article VlI.-No stockholder shall be held
| ilaole or responsible for the contracts, debts,
| faults or defaults of said corporation in any
further sum than the unpaid balance due the
corporation on the shares of stock owned by
| MN, nor shall any mere informality in or
ganization have the effect of rendering this
charter null, or of exposing a stockholder to
any liability beyond the amount remaining
unpaid on his subscription to the stock.