The herald., 1914-03-12

ID. r,n;,al s-nck j. subscribed for, which
- =; be-eL,, declared IA he subscribed
49,. Y All H. rTrnorafe powers of this
c,rr,o-arror and MANAGEMENT and control OF
-, hr,siueS, shall be vested in and exercised
Ly . B1a-d of Directors TO be composed OF
-. .-.,-I.-. r-,a5,-,fy of whom shall con-
-,.-r,e quorum f,- The transaction OF all
h,,sIrr,,. ard their decision shall be valid
rnrpo-a,c acts. Directors may vote at d!-cc-
tors meeting by written proxy.
4 majority vote OF the directors present
shall decide all questions voted upon.
The Board Of Directors shall elect from
among rs members it, own officers, as fol-
lows. \ President d Vice President and q
SECRETARY Treasurer
The Hoard Of Directors shall have the
bower To determine the manner and the cause
Tor winch vacancies may be declared on sand
board
No person shall pc eligible as a member
II the BOARD of Directors unless a stock
holder OF this corporation.
The following uc-,ouS shall constitute the
first Board OF Directors. VIZ: Jacob Loeb,
Bernard NJ. ISaacs Nlu Buren, Harris, Max
NJ LEVY and John ". Boyle, with Jacob
Loeb. President: BERNARD NJ. lsaacS, Wee
President, and Nan Buren, Harris Secretary
Treasurer.
Said Board Of Directors shall continue IN
Oince until the nrSt Friday IN March, lsls,
on which day and annually thereafter, a
Board Of Directors shall be elected by ballot
for a term OF one year. Such election shall
be held under such rules and regulations as
may be provided b. the Board OF Directors.
ANY failure from any cause whatever 20
elect a Board OF Directors on the day named
shall not dissolve the corporation, but the
Board Of Directors then IN office shall hold
over until their successors are chosen. At
every election and meeting OF the stock
holders the vote shall be by ballot, and each
share Of stock shall be entitled TO one vote,
to be cast by the owner in person or by
written proxy. The stockholders receiving
a majority Of the votes cast shall be declared
elected a. the Board Of Directors. Any va.
Cancy occurring on said board shall be hlled
by the remaining directors by the appoint
wtUt OF some qualified stoCkhDlder, who shall
serve until his successor Is elected at the
annual election. The Board Of Directors
shall have the night 10 appoint and discharge
such managers, clerks, agents and other en-
pioyccs as may be deemed necessary or eNPc-
dirut. and 70 make. change and amend all
bylaws, rules and regulations. for the proper
conduct and management Of the affairs, bust
ness and concerns Of said corporation, not IN
conflict with this charter or the laws Of thls
State: provided that the President may sus-
pend any employee, IN his discretion. pend
ing the action OF the Board OF Directors.
Any officer OF director may be removed by
majority vote Of the stockholders.
When all the directors consent thereto,
the notices otherwise required Tor holding
meetings may be dispensed with.
Article VI Meetings may be called at the
pleasure OF the President, or upon a written
consent Of a majority Of the stockholders.
Except as otherwise provided IN this act, OF
bylaw, all questions submitted az any stock
holders meeting shall be decided by a ma
Jurity OF the stock voted al said meeting
All meetings Of the stockholders whether
general or special. shall be held only after
ten DAYS written notice 20 each stakeholder.
Such notice shall be signed by the President
and Secretary. and shall be sent TO each
,tockh0lder by mail directed TO him at his
last known place Of residence. The said
notice may be waived by the unanimous con-
sent OF all Of the stockholders.
Article VII. No stoCkholder shall be held
liable or responsible for the contracts, debts,
faults or defaults Of said corporation in any
further sum than the unpaid balance due the
corporation on the shares OF stock owned by
him, nor shall any mere luiormality IN or
gauizatIon have the effect or rendering this
charter null, or Of exposing a Stockholder 10
any liability beyond the amount remaining
unpaid his subscription to the stock.
Article VIII. This act OF Incorporation may
be amended. altered, changed or modified, or
said corporation may be dissolved by i two
thirds vote OF the capital stock represented
at a general or special meeting OF the stock,
holders convened for the purpose. after ter
days notice, as prescribed in Article VI OF
this charter. Any change made or proposed
with reference 10 the capital stock shall be
made in accordance with the laws OF this
| State, on the subject Of altering the capital
| stock Of corporations.
| Article IN. Whenever this corporation Is
| dissolved either by limitation or otherwise
| its affairs shall be liquidated under the SUI
| pervision of three liquidators to be appointed
! from amongst the stockholders, at general