The herald., 1914-07-30

inheritance. any Of the capital stock OF this
corporation until the same shall have been
the benefit Of those stockholders who may de
sire 20 purchase the same, through the board
OF directors, for a period OF ten days, at the
book value Of such stock shown by the
books Of the corporation on the lst day OF
October last preceding the date Of such offer
II 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 ior sale as the number Of
shares owned by him at the time bears 10 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 or hypothccation.
shall be validly made until the foregoing re-
quircments have been complied with by the
person or persons, firm or corporation proyok:
ing such foreclosure or sale. The board of
directors shall have authority. however, to
waive the above requirements as 10 any par
ticular hypothecation OF pledge OF stock by
resolution adopted at a regular called meet
ing Of the board, or at meeting attended by
all the members Of tn, board Of directors.
such resolution being adopted in advance Of
the pledge or hypothecation
Article N.-All the powers OF this corpora
tion shall be vested in and be exercised by
board Of not less than three nor more than
FIVE directors as determined in advance cach
year bv the stockholders at the annual meet
ing. The said directors shall be bona hde
stockholders, and the first board shall be y.
Franklin Pugh, who shall be president; Jos.
A. Airey. who shall be vice president; A. d.
Rradv, who shall be secretary treasurer.
The above named board OF directors shall
continue TO serve until the first Monday in
October, 1913, at which time. and annually
thereafter. the stockholders shall elect from
their own number the directors Of the cor
poratiou. The above named board OF dircc-
tors and each succeeding board shall continue
to hold Office until their successors are elected
elected directors shall select from among their
own number president n vice president and
a secretary-trcaS aSurer. On the first Monday in
October. 1915. and annually thereafter the
stockholders shall elect a board Of directors
for the ensuing wear, except when such day
shall fall on a legal holiday then upon the
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
clecfing directors. or for any other purpose
each share Of stock shaft be entitled to ore
vote. whether present or by proxy. but nC
fractional share shall he entitled 10 vote. A
majority of the directors voting at any one
time either in person or by proxy, shall DC
required - pass any reSolu'1on Or adopt any
Iv-law and which. when so adopted, shall
become valid corporate acts. provided a quo
rum Of the directors were present. in persor
or by proxy. AZ the tine of such action. II
! case Cf vacancy on fNt bOaTl or among ftf
officers. caused by death. resignation or re
noval. by two thirds of the vote Of III,
| board. or for any other cause, the remaining
members of the board shall have the powei
| 70 fll such vacancy. Said board Of directors
! shall have the power 10 enact such bylaws
rules and regulations as, in their opinion, nlal
! be necessary and proper for the management
operation and control of the business of sale
| corporation, and the board may select an,
! FIX the compensation Of manager or genera
| manager FOR the business Of the company.
| Article NI.-Notice Of all meetings OF stock
| holders for election Of directors, or for an
| other purpose, shall be given in writing b,
! the secretary, 70 be deposited in the mail a
1 least ten days before such meeting Is held
/ and directed TO each stociho'der at his las
| known address as the same shall appear upO
| the books OF the corporation, unless said motto
| is waived in writing by all the stockholdcr
| appearing upon the books. At all meetings O
| stockholders a majority Of the votes cast shal
| be sufficient 70 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 cot
poration NAV be dissolved by and with tn
| assent Of the holders of three-fourths i
| amount Of its then outstanding stock give
at general meeting of the stockholders, I