The herald., 1916-12-21

chase the said stock upon the proposed terms
Of sale, or 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, or at least terms not
more favorable TO the purchaser than those
| submitted to the stockholders This rule
shall apply to each specific sale, or proposed
sale, of stock
Should any siockholder pledge any of his
stock, he shall Immediately notify the re-
naming stockholders of the corporation in
writing, through a letter addressed to the
president or the board OF directors, as in
s she AFORESAID or ard ease OF proposed sale of
| with the name and address of the PLEDGE
| and shall accompany such notification with
copy OF the act or instrument of pledge;
pledgeor TO meet the obligation for which his
| stock stands pledged, the stockholders of
| the corporation shall be entitled to take up
| such pledgeor's obligation, and they shall
| be thereby specially subrogated 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
pledge obligation, as hereinabove set forth,
| such right shall devolve upon the said stock
| dividual holdings of stock, and then rstably
| among the remaining stockholders, should
any particular stakeholder not elect to ex-
ercise his right, and so on, until the right
stockholders should decide not TO exercise
the right.
The corporation shall make no transfer of
stock where the provisions of the foregoing
paragraphs have not been fully Complied
with, and the corporation shall also be en-
titled to demand, and shall so demand, of
both the seller and the purchaser of stock
IN all cases, before making transfer of such |
stock upon the books of the corporation, an |
athdavit as 10 the amount truly paid for the |
stock and facts showing the entire bona |
hides of the transaction.
The shares of stock of this corporation |
shall be transferable only upon the books |
OF the corporation, and no transfer of any
stock shall be binding, or have any effect,
upon the corporation, unless, and until, made |
upon its books; and a 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-
tion of these conditions.
Article V.-The corporate powers of this
corporation shall be vested in, and exercised
by, a board of directors, consisting of three
stoc kholders, and two members of the board
shall constitute a quorum for the transac-
ton of business.
The first board of directors shall be COM
posed of Alfred Henry Clement, Arthur
Methe and Louis Albert Morphy, whose post
names in their subscriptions to
the capital stock of this corporation. Alfred
Henry Clement shall be president of the
Louis Albert Morphy, the vice
PRESIDENT, and Arthur Methe, the secretary .
md treasurer, all of whom shall serve until !
he first annual election of officers, as here .
natter set forth, until their successors |
ire elected and qualify.
The first annual meeting for the election :
Il officers of the corporation, who shall be =
! president, vice-president and setStary !,
nd treasurer, which last office shall be COM
lined in one person, shall be held on the !,
rst Tuesday in February, 1918, and the
rst Tuesday in February of each year
hereafter. unless such day should be holt c.
ay. or half-holiday. when the meeting shall o
e held on the next succeeding day, not
oliday or half-holiday. All such elections Z
hall be by ballot, and held under the super L
ision of two commissioners, to be appointed 81
y the board of directors. For all elections
directors by the stockholders, at least hf- Of
ZEN days notice shall be given to each 81
tockholder by written notice served per- | G.
onally on the stakeholder or mailed to him Ct
lown by the books of the corporation. Each D
ockholder of record as such on the books d.
the corporation, shall be entitled to cast Ct
ne vote for each share of stock held by Ok
i'm in all cases in which stockholders may to
'te, and such vote may be cast in person
by proxy in writing, which shall be filed fs
it'll the secretary. ii,
Immediately upon their election, the board st
directors shall elect from their number ca
e officers of the corporation A failure, M
'wever, to hold ar election of any char IA
ter, called for by this charter, shall not WI
validate this charter or affect the exist no
ice of the corporation, but the persons in
ice shall so remain until an election is 49,
Id and successors in Office qualified The o
ard Of directors shall have authority at
~ time to appoint an assistant secretary, or
10 shall be clothed with such functions asl