The herald., 1914-01-01

action upon any matter shall be considered a
valid, corporate act, when, previously to the
holding OF said meeting, and after the ten
days notice hereinabove stipulated shall have
been giver, the other four directors consent
in writing thereto. Said written consent shall
be spread upon the minutes of said meeting
The board of directors shall have power to
determine the manner and cause for which
vacancies may be declared on said board, and
shall have the right to fill any vacancy oc.
curing thereon by the election of some quail
flied stockholder, who shall serve until his
successor is elected at the annual election
No person shall be eligible as a member OF
the board unless a stockholder of the cor
poratiOn.
The officers of the corporation shall be a
president, vice-presdent, secretary and treas.
urer, of whom the president, vice presidnet
and treasurer shall be elected by the board
from among its members, and the secretary
from among the stockholders. The Office OF
vice-president and treasurer may be combined
and be held by one and the same person.
Immediately after the signing of this char
ter the subscribers hereto, stockholders,
shall elect from among the stockholders said
board OF directors, and at the same meeting
elect the officers to serve the corporation.
Said board of directors shall continue in
office until the third Monday in January
1915 on which day, and annually thereafter
a board OF directors shall be elected by ballot
Tor the term OF one year. Such election shall
be held under such rules and regulations as
may be provided by the board of directors
Any failure from any cause whatever to elect
a board of directors the day named, shall
not dissolve the corporation, but the board OF
directors then IN office shall hold over until
their successors chosen. At every cleo
ton and meeting of the stockholders 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 majority Of the votes
cast shall be declared elected as the board OF
directors. The board shall have the right 10
appoint and discharge such managers, clerks,
he an,Vla
ed necessary or expedient, and to make.
change, and amend all bylaws rules and
regulations for the proper conduct and man.
agement OF the affairs, business and concerns
OF the corporation, and not in conflict with
this charter the laws of this state.
All warrants, checks, drafts other obiga-
tons OF this corporation shall be signed by
the president, or by the treasurer
Any officer or director NAV be removed hv
majority vote of the stockholders.
When all seven directors consent therein
or are present, the notices otherwise required
LOT holding meetings may be dispensed with
Article Nl.-Meetings of the Stockholders
may be called at the pleasure of the presi.
dent, or on the written consent of a major.
ny OF the board OF directors or stockholders.
Except as otherwise provided in this act, or
oy law, all questions submitted at the stock
holders meeting shall be decided by ma.
JoTK'ty OF the stock voted at said meeting.
All meetings OF the stockholders whether
general or special, shall be held only after
ten days written notice to each stockholder
Such notice shall be signed by the president
or secretary, and shall be sent to each stock.
holder by mail, directed to him at his last
known place of residence The said notice
may pc waived by the unanimous consent of
all of the stockholders -
Article VII.-No stakeholder 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
MIN, nor shall any mere infornality in or
ganization have the effect of rendering this
charter null, or of exposing a stockholder 10
any liability beyond the amount Remaining
unpaid on his subscription to the stock.