The herald., 1914-08-13

inheritance, any of the capital stock of this
corporation until the same shall have been
first offered to the remaining stockholders for
the benefit of those stockholders who may de-
sire to purchase the same, through the board
Of directors, for period of ten days, at the
book value of such stock as shown by the
books of the corporation on the LIST 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 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 offered for sale as 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
power of attorney, pledge or hypothecation
shall be validity made until the foregoing re-
qurements have been complied with by the
person or persons, firm 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 pledge of stock by
resolution adopted at a regular called meet
ing of the board, or at a meeting attended by
all the members of tn. board of directors
such resolution being adopted in advance of
the pledge o. hypothecation.
Article N.-All the powers of this corpora
tion shall be vested in and be exercised by
a 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 hde
stockholders, and the first board shall be A.
Franklin Pugh, who shall be president: JOS
a. Airey. who shall be vice president; A. d.
Brady, who shall be secretary 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
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
secretary-treasurer. On the first Monday in
October, 1915, and annually thereafter the
stockholders shall elect board of directors
for the ensuing year. except when such day
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
eecting 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 or adopt any
bylaw and which, when so adopted, shall
become valid corporate acts, provided a quo
rum of the directors were present, in person
or by proxy, at the time Of such action. In
case of vacancy on the board or among the
officers, caused by death, resignation or re-
moval, by two thirds of the vote of the
board. OF 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, NAV
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 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 last
known address as the same shall appear upon
the books Of the corporation, unless said notice
is waived in writing by all the stockholders
appearing upon the books At all meetings Of
stockholders a majority of the votes cast shall
be sufficient to elect or decide all questions
voted upon, except for the alteration amend
ment or the dissolution of the corporation.
Article VII.-This act of Incorporation NAV
be altered, amended or modified or this cor.
poration may be dissolved by and with the
assent of the holders of three-fourths ir
amount of its then outstanding stock siver
at general meeting of the stockholders, tc