The herald., 1914-08-20

inheritance, any of the capital stock of this
corporation until the same shall have been
first offered TO the remaining stockholders for
the benefit Of those stockholders who may de-
sire to purchase the same, through the board
of directors, for a period Of ten days, at the
book value Of such stock as shown by the
books OF the corporation on the lst day of
October last preceding the date of such offer.
1t shall be the duty of the board of directors
promptly upon receiving an offer of sale of
any OF the capital stock Of this corporation to
communicate the same to the stockholders, in
writing, through the secretary of the company,
and each of the said stockholders shall be
entitled to purchase such proportion of the
stock so offered for sale as the number Of
shares owned by him at the time bears to the
number Of shares owned by all other stock
holders desiring to participate in the pur-
chase. No sale under foreclosure, attach
ment or other process, or by virtue of any
power of attorney, pledge OF hypothecation,
shall be validly made until the foregoing re-
quirements have been complied with by the
person or persons, firm or corporation provok-
ing such foreclosure or sale. The board Of
directors shall have authority, however, TO
waive the above requirements as to any par
ticular hypothecation oil pledge of stock by
resolution adopted at a regular called meet
ing of the board. or at a meeting attended by
all the members Of the board Of directors.
such resolution being adopted in advance of
the pledge or hypothecation.
Article .V.-All the powers of this corpora
ton shall be vested in and be exercised by
a board of not less thar. three nor more than
five directors, as determined in advance each
year by the stockholders at the annual meet
ing. The said directors shall be bona fde
stockholders, and the first board shall be A..
Franklin Pugh, who shall be president: Jos.
A.. Airey, who shall be vice president: A. D..
Brady, who shall be secretary-treasurer.
The above named board of directors shall
continue TO. serve until the first Monday in
October, 1915, at which time, and annually
thereafter. the stockholders shall elect from
their own number the directors of the cor
p~oration. The above named board of direc-
tors and each succeeding board shall continue
to hold office until their successors are elected
and qualified. The persons to be hereafter
elected directors shall select from among their
own number a president "a vice president and
a secretary-treasurer. On the first Monday in
October, 1915, and annually thereafter the
stockholders shall elect a board of directors
for the ensuing year, except when such day
next succeeding lay day.
The election of directors shall be by ballot,
and the persons receiving the largest number
of votes cast shall be declared elected. For
~electing directors, or for any other purpose,
each share of stock shall be entitled to one
vote. whether present or by proxy, but no
fractional share shall be entitled TO vote. A
majority of the directors voting at any one
time either in person or by proxy, shall be
required to pass any resolution or adopt anv
bylaw and which, when so adopted, shall
become valid corporate acts, provided a quo
rum of the directors were present, in person
or by proxy, at the time of such action. In
case of vacancy on the board or among the
officers, caused by death, resignation or re.
moval, by two thirds of the vote of the
board, or for any other cause, the remaining
members Of the board shall have the power
to fill such vacancy. Said board Of directors
shall have the power to enact such bylaws,
rules and regulations as, in their opinion, NAV
be necessary and proper for the management.
operation and control of the business of said
corporation, and the board may select and
hx the compensation of a manager or general
manager for the business of the company.
Article V1.-Notice of all meetings of stock.
holders for election Of directors. or for any
other purpose, shall be given in writing by
the secretary, to be deposited in the mail al
least ten days before such meeting is held
and directed to each stakeholder at his las,
known address as the same shall appear upor
the books OF the corporation, unless said notice
is waived in writing by all the stakeholder
appearing upon the books. At all meetings OF
stockholders a majority of the votes cast shall
be sufficient to elect or decide all question.
voted upon, except for the alteration, amend
ment or the dissolution of the corporation.
Article VII.-This act of Incorporation ma,
be altered, amended or modified, or this cor
p%oration may be dissolved by and with IN,
assent Of the holders of three-fourths II
amount of its then outstanding stock giver
at a general meeting of the stockholders, Il