The herald., 1916-12-14

or representative OF others; the right 60 &C
quire any existing, future, lines OF bus
mess, together with the property and good |
will thereof of a character similar 10 the |
lireS Of business contemplated by this char
ter; the right TO act within the contemplated |
lines of business in conjunction with others |
that Is, part-owners or as partly inter |
eStcd IN the subject matter, well as for |
the corporations individual and sole ac |
count; and generally to do any and all |
things III keeping with the corporate pur-
poses or properly Identitable, hereafter |
20 be identhcd with the character OF the
corporate property, whether such purposes
and objects are herein specifically set out,
or not.
Article IV-The capital stock OF this cor
poration is hereby fixed at the sum of five
thousand dollars tSSUO0OO), divided into five
hundred shares Of the par value OF ten dol
lars $1,000 each.
The capital stock OF this corporation may
he Increased to the sum of ten thousand dol
lars (Sl0O0O0)
No stakeholder shall sell or dispose of any
Of the stock OF this corporation without first
having offered the same for sale TO the other
stockholders, by a letter addressed 20 the
president or TO the board of directors of the
corporation, naming therein the lowest pro-
posed price OF said stock and the proposed
terms OF sale. After thirty days from the
receipt of such written offer, and the failure
cf the stockholders. or any OF them, 10 pur
chase the said stock upon the proposed terms
Of sale. at least terms worse than those
proposed the owner OF the stock shall then
be at liberty to sell such stock for not less
than the said proposed price and upon the
said proposed terms, al least terms not
more favorable to the purchaser than those
submitted to the stockholders. This rule
shall apply to each specific sale, proposed
sale. Of stock.
Should any stakeholder pledge any OF his
stock, he shall Immediately notify the
naming stockholders OF the corporation in
writing, through 4 letter addressed 10 the
president or the board " directors. a. in
the Aforesaid case OF proposed sale OF
stock OF the fact OF such pledge together
with the name and address OF the PLEDGE.
and shall accompany such notification with
a copy OF the act, or instrument. OF pledge;
and before, or upon; the default OF the
pledECor to meet the obligation for which his
stock stands pledged. the stockholders of
The corporation shall he entitled take up
such pledgeOr's obligation, and they shall
be thereby specially subroEated TO the rights
OF the original PLEDGE or any subsequent
Pledge in all particulars.
Where the stockholders Of the corporation
are accorded either the right of purchasing
a shareholders stock or Of taking up his
such right shall dev0lve upon the said stock
holders, first, in the proportion of their in.
d,vIdual holdings OF stock, and then ratably
among the remaining stockholders, should
any particular stockholder not elect to ex.
erclse his right, and on, until the right
shall remain IN one stakeholder, II all other
stockholders should decide not 10 exercise
the right.
The corporation shall make no transfer of
stock where the provisions OF the foregoing
paragraphs have not been fully complied
Nth. and the corporation shall also be en-
titled TO demand and shall so demand. OF
Doth the seller and the purchaser OF stock
in all cases, before making a transfer OF such
stock upon the books OF the corporation,
affidavit as 10 the amount truly paid for the
stock and facts showing the entire bona
AIDES Of the transaction.
The shares OF stock Of this corporation
shall be transferable only upon the books
n the and m transfer NJ
stock shall be binding, or have any effect,
upon the corporation, unless, and until, made
upon It's books; and prior lien on all shares
Of stock shall be retained by this corpora
ton on the stock of any shareholder for any
Indebtedness, secured or unsecured, however
evidenced or created, due at any time TO the
corporation by the holder OF stock, and no
transfer OF stock shall be made in contraven.
ton Of these conditions.
Article N.-Ihe corporate powers OF this
corporation shall be vested in, and exercised
oy, board OF directors consisting of three
stockholders, and two members Of the board
shall constitute quorum for the transac-
tion Of business.
The first board of directors shall be com.
posed of Alfred Henry Clement Arthur
Methe and Louis Albert Morphy whose post
ONCE addresses are those set opposite their
respective names in their subscriptions 10
the capital stock OF this corporation. Alfred
corporation, Louis Albert Morphy, the vice
president, and Arthur Methe, the secretary
and treasurer, all OF whom shall serve until
the first annual election OF officers, as here
matter set forth, or until their successors
elected and qualify.
Inc hTSt annual meeting for the election
Of officers OF the corporation, who shall be
a president, vicf- president and seINtary
and treasurer, which last office shall be com
bined in one person, shall be held on the
nrst tuesday IN February, 1918, and the
FIRST Tuesday in February of each year
thereafter. unless such day should be holi.
day, or halt-holIday, when the meeting shall
be held on the next succeeding day, not a
holiday or halt-holiday. All such elections
shall be by ballot and held under the super
vision OF two commissioners, to be appointed
by the board of directors. For all elections
OF directors by the stockholders, at least ff-
teen days notice shall be given to each
Stockholder by written notice served per-
sonally on the stakeholder mailed to him
at his last known place OF residence, as
shown by the books of the corporation. Each
stockholder of record as such the books
one vote for each share of stock held BY
him in all cases in which stockholders may
vote, and such vote may be cast in person
or by proxy IN writing, which shall be hled
with the secretary.
Immediately upon their election, the board
OF directors shall elect from their number
the officers OF the corporation. A failure,
however, to hold election of any char
acter, called for by this charter, shall not
invalidate this charter or affect the exist
ence OF the corporation, but the persons in
OHSS SHdll SO remain until election
held and successors in office qualified. The
board OF directors shall have authority at
any time to appoint an assistant secretary
who shall be clothed with such functions as
are usually incident to such Office or the
board OF directors may specifically define the
duties OF such office. Such assistant secre-
tary shall not, however, be a member of
the board OF directors, and need not be a
stockholder OF the corporation.
All vacancies occurring on the board of
directors between elections shall be filled
by the remaining directors for the unexpired
term OF said board; and any director Shall
De entitled to appoint by written proxy, to
Oe hIed with the secretary, another director
or stakeholder to act for him as director
when such director cannot himself act
All employees of the corporation shall hold
thelr positions subject to the pleasure of the
board Of directors
NE board OF directors shall be entitled to
draft bylaws, rules and regulations for the
corporation and the transfer of stock, not in.
consistent with the provisions of this char.
yer or any provisions of law, provided the
stockholders themselves amend modifv or
change, any bylaws regulating the stock.
holders meetings.
Any director NAV at any time he -.,,o,o5
by majority vote of the stock present. or
represented, at a meeting or stockhoideTs
before winch such meeting the question OF
removal can be legally presented. and re.
Iuo'al from the office of director shall AZ
the same time, terminate the tenure Of .nv
other office held by such director. Together
with any emoluments thereof IInon s,,cb
removal, the board Of directors shalt he en-
Titled to fill the vacapcv