The herald., 1914-03-26

legal process shall lie served on the president,
and in his absence. on the vice president,
and in the absence Of both Of said officers on
the secretary OF this corporation.
Article III-Ihe objects and purposes for
which this corporation Is organized and es-
tabiIshCd. and the nature OF the business 10
he carried on by n are declared to be as fol-
lows: To acuirc, reclaim. improve and cult
waite landed property, 10 COLOMBO land, TO own
and operate sugar mills and sugar retIncrIes;
and to acquire by purchase or lease, operate,
sell and otherwise dispose OF any and every
species IF property, real, personal and mixed,
necessary or convenient 90 be 50 acquired and
used ir order to more ettcctually carry out the
nam design Of the organization OF the COM
Article IV-The capital stock Of this cor
pOratIuu Is hereby rNed at and declared 10
be the sum OF seven hundred and fifty thou
sand dollars tS9,ODOO, to be represented by
seven thousand and five hundred $500
shares Of one hundred dollars $4,000 par
value.
These shares shall be divided into pre-
ferred, OF which there shall be two thousand
and FIVE hundred ESQ shares. and common
OF which there shall lie five thousand 5000
shares; and the certificates therefor shall
designate the class Of shares for which issued.
The preferred shares shall be entitled 10
receive dividends at the rate OF eight o. per
Ccutum per anuum, from the lst day Of July,
1914, for that and subsequent years, out OF
the net earnings Of the company applicable
to dividends, before any dividend shall be
paid upon the common shares, and these divi-
dcudS shall be cumulative.
After payment OF the above dividends upon
the preferred shares, the remainder OF the
earnings OF the company. may, in the dSCrc-
ton Of the board OF directors, be used to pay
dividends upon the common shares.
Ia the event Of liquidation of the company
for any cause, the preferred shares shall be
entitled 10 be paid IN iull before any payment
Is made upon the common shares, which shall
receive the rest OF the assets.
At all elections for directors or meetings
pt the shareholders, each share, whether pre-
tcrred or common, shall he entitled 20 one
tb vote. either by the owner lu person, or 10y
ms written proxy.
No change shall be made IN the number Of
shares, either preferred or common, except by
a vote of thrce-tpurthS OF the outstanding
shares OF each class, taken separately, at 4
special meeting To- DE held Tor the purpose.
The company shall commence business and
become Il going concern as soon as thirty t5J
shares shall have been subscribed.
The shares OF the capital stock Of this cor
poratlon shall be paid Tor in money. or for
labor done or services rendered. or such shares
as may be issued or delivered for other prop
Crty rights and Franchises 10 be taken, ac-
CePttd and received by the corporation for
ITS corporate purposes, at such valuation and
upon such terms for said shares as the board
| OF directors may determine and direct from
/ time 10 time TO be eNpedIcut. The capital
| stock Of the corporation may be increased
/ or reduced by proceedings taken in the man.
/ ner prescribed by law.
The shares Of the capital stock OF this cor.
| done or services rendered. or for other prsl-
| crty rights and franchises, which NAV be
/ thus paid for or exchanged and made over 10
! the company. The valuation Of any and all
| rights, contracts, labor or services, and prop.
erty, movable, immovabIe and mixed, corpo.
real or IncorpOreal, accepted and received bv
the corporation Tor its corporate purposes i'm
payment, exchange otherwise, for any OF
the shares or capital stock OF this corporation,
and hNed by the board OF directors upon such
| terms and conditions for the issuance OF such
| shares Of stock, shall be conclusive evidence
OF such valuations; and any and all persons,
partnerships, associations, corporations stock.
| holders, or creditors dealing with this cOrpor-
| alton, hereby waive any right or cause OF &C
ton against the original subsequent owner
or owners OF such shares Of the capital stock
issued TO it, him, her or them in payment or
exchange for labor done or services rendered,
or for such rights, franchises, credits, CON
| tracts and property valued by the board of di-
TectOrS as aforesaid; and each, every and any
and all contract, contracts. or undertaking
made by or entered into with this corporation
shall be subject to this provision OF this
charter.
All Of said stock shall be full paid and non.
asSeSsable when issued and delivered and
transfers thereof shall not be binding on the
company, unless recorded in its books, and
snail lie further subject to such rules, regu-
| latIons and conditions as the board of direc.
| tors may prescribe.
Article N.-Ihe corporate powers of this cor.
poratlon, including the powers to make and
1
control OF its affairs shall be eveSted in and
| exercised by a board of directors composed
/ OF not less than seven % persons, who shall
/ be the holder of at least one Cd share (eithe,
| preferred or common) Of the capital stock OF
| TINS company, majority Of whom, represent
| ed either in person or by proxy, shall consti
tute quorum Tor the transaction of all bus
| mess.
Any director, in his absence from any meet
| ing of the board of directors, shall have pow
er to appoint IN writing another director Of
stockhoIder as his proxy, with full power t.
| act IN his stead at such meeting
| The directors shall be elected annually b,
| ballot by the holders of the stock on the frs
tuesday IN January of each year. Each hold
er OF stock shall be allowed to vote in person
or by written proxy, one vote for each share
OF stock owned by him, and all elections shall
be held under such rules and regulations a!
may be adopted by the board of directors. TIT
directors thus elected shall continue in ofic,
tor one year, and until their successors shall
have been duly elected and qualified An,
failure to elect officers or directors shall no
| be regarded as a forfeiture of the charter
| Any vacancy occurring said board of direc
tors shall be filled by the remaining director,
from among the stockholders for the unexpireC
| term.
The following persons shall be and consti
tute the first board of directors: Edmund
Bristol, W. Grant Morden, c. A. Barnard
Charles d. Warren, Otto T. Maier, r. Brood
Thomson and Z. Howard McCaleb, a major
| Ity of whom shall constitute a quorum, witt
Edmund Bristol as president, Otto T. Maier
vice-president, and (. Howard McCaleb, sec
rotary, who shall be the officers of the corpor
| alton and shall serve until the regular meet
ing on the first Tuesday in January, 1915, OF
| until their successors have been elected anC
| qualified.
Article VI.-The liability of the stockhoId
ers OF this corporation for the contracts OF
| faults of this corporation is limited to an,
| unpaid balance that may be due by them re
spectively on their subscriptions.
| No mere informality in this act of incor
poration shall render this charter void, OF
| expose stockholders to liability beyond thu
amount OF their unpaid subscriptions.
| Article Nll.-This charter may be amended
| or this corporation may be dissolved, with
| the assent of the stockholders holding a ma
| Jority of the outstanding stock, at a genera
| meeting convened for that purpose, and a
| least ten OO) days notice shall have beer
given to the stockholders, through the mail
addressed to their last known RESPECTIVE,
places of business
| In case of dissolution by the expiration O
| this charter or otherwise, the affairs of Thu
| corporation shall be liquidated by three 6
| stockholders to be elected at the meeting or
| dering such liquidation.
| This charter shall serve as the original sub
| scription list, the undersigned being tn,
| original subscribers to the capital stock o
| this corporation, in the amounts and for tn,
number Of shares opposite their RESPECTIVE,
names.
Thus done and passed in my Office at New
a TN M MA