The herald., 1914-05-28

ure, and 10 do all other acts and things per
mIttcd by law, or as shall he necessary art
proper % carry out the objects and puE
poses OF this corporation.
| This corporation. unless sooner dissolved
. in accordance with ITS Charter, shall cNlsl
and continue for the period Of nluety-nIne
! tygt years. from and after the date hereof.
| The President, or in his absence, the NICt
| President, shall be the person upon whom
citation or other legal process shall be OBJ
! served.
Article II. The objccrs and purposes for
! which this Corporation Is organized, and the
| nature 81 the business to be carried on by
/ II, are dccldrd to be the following, tO-wIt:
! To build. erect, construct lease or other
| wise acquire. and to thereafter operate or
! dispose u samcb sale or otherwise, canning
| and preserving plants snd manufactures tor
/ the purpose OF canning, preserving and packing
| fruits, vegetables, hsh, oysters, shrimp, ana
! any and all other commodities that can he
: canned, preserved and packed; 10 plant, grow
! and cultivate fruits, vegetables and other
! crops; IN acquire, develop, operate, lease and
| sell orchards, truck farms and other lands
| To establish, acquire, operate and conduct
canning plants, packing plants and pTcsrrv.
/ ing plants IN any other state Of the United
| States and IN foreign countries. as owners,
| lessee, agent or on commission; to buy and
! sell as principal, agent or on commission the
product Of other canning, preserving and
| packing plants. IN addition to selling the
/ product and output OF It's own plant or plants,
/ and To- that end and for that purpose II may
establish and maintain branch offices sales
II =
corporation may engage IN any other BUSH
/ ness aud enterprise that may be deemed eN-
| pcdIcut, necessary. advisable and proper, and
! To- the best interest Of ClIS corporation, by
/ the Board of Directors, whether the same be
connected with or incidental 10 that special
/ ly designated herein or not, provided the
| same Is not specially rcprobatcd or Prohlb-
Article iii The capital stock Of this Cor
| poraIInu shall be ONE HUNDRED THOU
| SAND DOLLARS 10000, Of which seven
Z IL.
/ ty-,cyeu hundred and fifty shares Of the par
! value Of twenty dollars $1,000 per share
| shall be preferred stock and twenty-five
,,y,iy. trr5-cd ~ rfi, n 5;r, sL.~es -
! the par value Of twenty dollars 5000 per
! share shall be common srock.
! Out OF the net profits earned by the Cor
! poratiuu. the Board of Directors may declare
! and pay such dividends as It deems proper
/ and advisable. No dividend shall be paid
! on the common stock until dividend on the
| provided this dividend paid on the pre-
| terred stock shall, IN no year, exceed eight
per cent 90, and shall not be cumulative.
After eight per cent 90 dividend shall have
dend, as may be determined by the Board,
! may be paid on the common stock out of
| the remaining net profits.
II, after paying the dividends, as above
| provided, on both the preferred and the COM
/ mon stock, there remains a balance out OF
! the net profits. the Board Of Directors shall
| determine what disposition shall be made of
| 1t, and such amount thereof, II any as may
! be apportIoued for further payment Of dvi-
! dcndS. shall be divided among the preferred
! and the common stockholders in such pro-
ptroion - the Board OF Directors shall de-
| termIue
Only the common stock shall have the
power OF voting at any and all meetings OF
] the stockholders Of this Corporation H.
| however, this company shall, for a period of
! four a. successive years, nIl to pay dvi-
| dend on the preferred stock, then the pre-
ferred stock shall have the same, right of
| voting as the common stock, each share, COM
| mon preferred, IN such contingency being
entitled to one vote.
| This Corporation shall have the right to
! call in or retire the preferred stock or 10
! decrease the amount thereof outstanding, pro-
vIded such sCtIon Is recommended by the
| Board OF Directors, ana said recommended
| ton is ratified, approved and adopted by the
| vote and consent of two-thirds (2-3) of the
| outstanding common stock and provided,
| further, that the price to be paid for said
preferred stock shall be par, and accrued or
earned dividends.
In case of the liquidation of this Corpor-
| alton, after all debts due by it are paid.
| including the costs incidental TO the liqui-
! dation, the assets of this company shall
! then be divided and distributed as follows:
| The preferred stockholders shall be paid the
par value of their stock if there be sufficient
| funds such assets as then remain shall be
| apportioned TO the common stockholders; if
| both the preferred and common stockholders
| such assets then remain shall be divided
equally between the preferred and the COM
| mon stock.
| This company shall be going concern and
| shall have the right to carry on business as
! soon as three thousand dollars (S3,0OO.0O of
| its common capital stock hall have been SUBJ
| scribed for. All stock shall be paid for in
cash or its equivalent, and, if not in cash,
! then the Board of Directors of the Company
| shall determine the value of such equivalent
| offered. No certificate " stock shall be is
sued unless the shares of stock, evidenced by
| such certificates. have been fully paid for.
Article ". The powers of this Corpora
| ton shall be vested in and the management
| and control of its affairs shall be exercised
| by GARD of Directors, composed of not few.
| er than FIVE 81 stockholders, majority OF
whom shall constitute quorum for the trans
action of all business. The directors shall
| be elected by the common stockholders on
Each stakeholder shall be entitled in person.
| or by proxy, to vote for every share of COM
mon stock owned by him, and all elections
shall be held under such rules and regula
| tons as may be determined by the Board
| of Directors. The votes shall be cast by
ballot. The directors thus elected shall con
tinue in office for one year; or until theii
qualified. No failure to elect shall be re
garded as a forfeiture of this charter. Any
| vacarcyo ccuring on said board shall be filled
by the remaining directors for the unexpireC
| term. The Board of Directors shall at it:
first meeting after its election, nominate ou
of its number a president, one or more vic,
presidents, a secretary and treasurer. Salt
| board shall have the right to unite tht
offices of secretary and treasurer. 1t MAJ
appoint a secretary who need not be a di
rector or a stakeholder; who shall then b,
merely employee, and not a member o
| the board; and 1t shall employ and dismiss
! such clerks, managers and other employees
OF the Corporation the interest and bust
ness of the same may justify. Any of TIL
directors or officers shall have the right t
appoint by written instrument another di
| rector or stakeholder to act as his proxy, ant
in his stead at any and all meetings of thu
| Board OF Directors.
Promptly after the formation of this Cor
poration there shall be a meeting of TIL
stockholders for the purpose of electing thu
first Board of Directors, who shall hold tn
office until the second Tuesday of January
1915. or until their successors are elected a
above provided.
Notices OF election may be given by mai
addressed TO the last known pOstoffice ad
dress of the stockholders not later than ter
days prior to the date OF election.
After the amount of stock required to au
| thOrizc this company to begin business ha
been subscribed for, the Board of Direc
! tons shall be authorized TO sell the remaining
or additional stock at par, or at a pric
| additional amount over and above such pa
| value shall 90 to the surplus of the company
| The number of directors may hereafter b
| increased to nine 90, five 81 of whom shall
then constitute a quorum, by the vote of
majority of the outstanding common stock o
| stated purpose, after due notice, as provide
| for elsewhere herein.
Article V. No stakeholder of this Corpor
alton shall sell or dispose of his stock with
out first offering the same for sale, in writ
ing, TO the other stockholders through tn
| ard n he ol hn ia