The herald., 1914-06-11

! poses Of this corporation.
! This corporation, unless sooner dissolved
/ in accordance with its Charter, shall exist
and continue for the period Of ninety-nIne
| t9gD years, from and after the date hereof;
/ The President, or in his absence, the wee
/ President. shall be the person upon whom
/ citation or other legal process snail be Oh
7 Artic.e H. The objecrs and purposes for
which this Corporation Is organized, ana the
nature OF the business TO be carried on by
Il. are drclard 20 be the follow ing, tO-wlt:
/ II nu.iG. erect, construct, lease or Diner
wise acquire. and to thereafter operate or
! dispose Of Sawcb ' sale OF otherwise, canning
/ and preserving plants md manufactures tor
J the purpose OF canning, preserving and packing
/ fruits, vegetables, UNh. oysters, shrimp ana
/ any and ali other commodities that can De
canned. preserved and packed; to plant, grow
| and cultivate fruits, vegetables and other
! crops; q, acquire, develop, operate, lease and
/ sci! orchards, truck farms and other Lands;
/ 20 establish, acquire, operate and conduct
| canning plants. packing plants and preseTY-
! ing plants IN any other state OF the United
| States and IN foreign countries, as owners;
! lessee, agent or on commission, TO buy and
j sell as principal. agent or on commission the
product OF other canning, preserving and
| packing plants, in addition 10 selling the
/ product and output u Ms own plant or plants
| and 70 that end and Tor that purpose 1t may
establish and maintain branch offices, sales
rooms and warehouses; and, generally, this
| corporation may engage II, any other busl-
ness and enterprise that may be deemed eN-
! pedlcut, necessary, advisable and proper, and
| 10 the best interest Of t,lIs corporation, by
/ the Board OF Directors, whether the same be
/ connected with incidental to that special
| ly designated herein u not, provided the
same is not specially reprobated or prohib-
/ tied by law.
Article Ill The capital stock Of this Cor.
! poration shall be ONE HUNDRED THOU
/ SAND DOLLARS QOyOyOl, OF which seven
| ty-tve thousand dollars, represented by thir-
| ty-seyen hundred and nifty shares OF the par
value Of twenty dollars $1,000 per share
/ shall be preferred stock, and twenty-five
! thousand dollars tS-5,UruOCD, represented by
| twelve hundred and nifty l,250D shares OF
| the par value OF twenty dollars (S2UUO) per
| share shall be common Cock.
| oar OF the net pronts earned by the Cor
| and pay such dividends as It deems proper
/ and advisable. No dividend shall be paid
| on the common stock uut'l i dividend on the
/ preferred stock shall have first been paid;
/ provided tins dividend paid on the pre-
/ tcrrcd stock shall, IN no year, exceed eight
/ per cent ,S1, and shall not be cumulative.
After eight per cent lS) dividend shall have
/ been paid on the preferred stock, divl-
/ drnd, as may be determined by the Board,
, may be paid on the common stock, out Of
/ the remaining net profits.
: Ii, after paying the dividends, as above
( provided. ON both the preferred and the COM
/ mon stock. there remains balance out OF
/ the net profits, the Board Of Directors shall
/ determine what disposition shall be made Of
! o., and such amount thereof, If any. may
/ he appuruoucd Tor further payment of dIvi-
/ bends. shall be divided among the preferred
/ Stockholders
ptro'on as the Board OF directors shall de-
/ tCruiue.
| Only the common stock shall have the
/ power OF voting at any and all meetings OF
/ the stockholders Of this Corporation. If,
/ however, this company shall. for period OF
! four 90 successive years, Til to pay a divi-
/ dcnd on the preferred stock, then the pre-
I ierred stock shall have the same right Of
| voting as the common stock, each share, COM
| mon or preferred. in such contingency being
| entitled TO one vote.
This Corporation shall have the right to
/ call in or retire the preferred stock or to
decrease the amount thereof outstanding, pro-
| yldcd such action is recommended by the
! Board Of Directors, ana said recommended
| ton IS ratified, approved and adopted by the
] vote and consent Of two-thirds (2-j) of the
outstanding common stock, and provided
further, that the price 70 be paid for said
preferred stock shall be par, and accrued or
! In case Of the liquidation of this Corpor-
alton, after all debts due by it are paid
including the costs incidental TO the Hqui
datIon, the assets Of this company shall
then be divided and distributed as follows
The preferred stockholders shall be paid the
par value Of their stock if there be sufficient
funds such assets as then remain shall be
| appOrtIOned to the common stockholders; if
both the preferred and common stockholders
be paid in full the par value Of their stock,
| such assets as then remain shall be divided
equally between the preferred and the COM
mon stock.
This company shall be a going concern and
shall have the right to carry on business as
soon as three thousand dollars (S3 OOOOO of
its common capital stock hall have been sub
scribed for. All stock shall be paid for in
cash its equivalent, and if not in cash,
then the Board Of Directors. of tie Company
shall determine the value Of such equivalent
offered. No certificate OF stock shall be is
sued unless the shares Of stock, evidenced by
such certifCatess have been fully. paid for.
Article ~. The powers of this Corpora
ton shall be vested in and the management
and control OF its affairs shall be exercised
by a GARD OF Directors, composed of not few.
er than five 81 stockholders, a majority of
whom shall constitute quorum for the trans
action of all business. The directors shall
be elected by the common stockholders on
Each stockholdr- shall be entitled in person,
or by proxy, to vote for every share of COM
mon stock owned by him, and all elections
shall be held under such rules and regula-
of Directors. The votes shall be cast by
; ballot. The directors thus elected shall con-
successors have been duly elected and have
qualified No failure to elect shall be re-
, garded as a forfeiture of this charter. Any
yacarcyo ccuring on said board shall be filled
| by the remaining directors for the unexpired
. term. The Board of Directors shall at its
first meeting after its election, nominate out
OF its number president, one g. more vice
presidents, a secretary and treasurer SaiC
> board shall have the right to unite the
: offices of secretary and treasurer. 1t may
appoint a secretary who need not be a d
| rector OF "A SlOChnOlQcI, VINO snail tnen DE-
merely an employee, and not a member d
the board; and it shall employ and disms!
such clerks managers and other employee!
of the Corporation as the interest and bust
s ness of the same may justify. Any of tn,
! directors officers shall have the right L
: appoint by written instrument another di
/, rector or stakeholder TO act as his proxy, anC
in his stead at any and all meetings of thu
Board of Directors.
Promptly after the formation of this Cor
poraton there shall be a meeting of tn,
stockholders for the purpose of electing tn,
first Board of Directors, who shall hold til,
!, office until the second Tuesday of January
!, 1915, or until their successors elected a
r above provided
Notices of election may be given by mai
: addressed to the last known postoffice ad
dress Of the stockholders not later than tel
days prior to the date of election.
" After the amount of stock required to au
thOrIze this company to begin business ha
been subscribed for, the Board of Direc
tors shall be authorized to sell the remaining
or additional stock at par, or at a pric,
Z over and above the par value; but the ne
! additional amount over and above such pa
value shall go to the surplus of the company
The number of directors may hereafter b.
increased to nine ~, five (S) of whom shall
U then constitute a quorum, by the vote of
majority of the outstanding common stock o
the Corporation, at a meeting called for tina
. stated purpose, after due notice, as provided
for elsewhere herein.
:. Article V. No stakeholder of this Corpor
alton shall sell or dispose of his stock with
out first offering the same for sale, in writ
ing, 10 the other stockholders through til
Board of Directors, the stockholders who de
;. sire to purchase such stock shall have tn