The herald., 1914-07-23

inheritance, any Of the capital stock of this
corporation until the same shall have been
FIRST offered TO the remaining stockholders tor
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 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 stock kholders, 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 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
shall be validly made until the foregoing re-
qurements have been complied with by the
person 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 OF pledge of stock by
resolution adopted at regular called meet
ing of the board, or at meeting attended by
all the members OF thu board of directors
such resolution being adopted in advance of
the pledge or hypothecaton.
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 each
year by the stockholders at the annual meet
ing. The said directors shall be bona fide
stockholders. and the first board shall be A.
Franklin Pugh, who shall be president; Jos.
A. Airey who shall be vice president; A. ID.
Brady. who shall be secretary y-treasurer.
The above named board of directors shall
continue to serve until the first Monday in
October, 1918, at which time, and annually
thereafter, the stockholders shall elect from
their own number the directors Of the cor
poration. The above named board OF drec-
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 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
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 adopt any
bylaw and which, when so adopted shall
become valid corporate acts, provided quo
| rum of the directors were present, in person
or by proxy, at the time of such action. In
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, MAJ
be necessary and proper for the management
! operation and control of the business of said
corporation, and the board may select and
fix the compensation of a manager or general
| manager for the business of the company.
| Article VI.-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
hthe books of the corporation, unless said notice
| is waived in writing by all the stockholder'
| appearing upon the books. At all meetings o
| stockholders 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 MAJ
| be altered. amended or modified, or this cor
poration may be dissolved by and with tn
| assent of the holders of three-fourths II
| amount Of its then outstanding stock givei
at a general meeting of the stockholders, Z