The herald., 1916-04-13

.''. ....... b.'-...,.r-
T g- ...-,..-..t..~ SHAH nor engage .u hus..
/ ..-. ...... ..- ....r,.-I .s'.p'npp dollars OF
/ o.. ..-...I sock STA. have been Issued and
I'D r.. ...,.- -. cash. property or
..,-..,.- .- .f...-l.t II any % ,.t stock
. Tins -..rr-a'., b., exchanged, IN whole or
- ,.-- f. l-...-.v ~ good will ~ that
event he PROVISIONS n' Section three a. %;
. A.. III ., 1914 shall ae strictly c-"PHed
/ ...,r
i..r.'n N.,N 'ir corporate powers 90 ms
...-,.r.r..- SHALL Dee vested ~ and exercised
4 r.g . H..-. ~ directors composed D.! your 90
. .,-f...G,-.. each u whom shat. Own, III
. his ..l. ...h. ur-r.g his lrrw q utt,c, a,
' ...... .rr tr'ipH.i arI .rpI~tsed share OF
/ ... .f..Hl stock which shall De show" by
. ... ..-...r. declaration. two % OF whom shall
/ constitute a gu.-nm rsr the transaction Of
/ business
/ HE ....a-- re th.s corporation shall con
} ..f treasure. %. 90 whom shall he members
d : -.r HHa-l q directors. The ptrCcS 90 sec.
~,,srv aaI Treasurer may be held, II de-
I sized lv as. and the same person.
Tie 'g...Nsrg named persons shall c1Hst-
/ f.... .le ..l-' % directors Of tn, -prIor4-
I -.r. t..Hf'. Charles J. Hariic. t.wt"l IL.
/ I4.-,ntl Eiaa.i K. Grrsulaw AMI !. VIII
! lam Ier,u.nr, with Charles !. Ha.de as
/ .,-.,r lent iward i. E~ccr'aw as wee
/ PRESIDENT. and Edmond u. lH~ll..d As secre.
/ ,ar, and treasurer. and these directors and
! .t...rr, shall serve until the second Monday
Z m March, III or until their successors have
] ,
! Thereafter the directors shall be elected
annually ur fhe second Monday m Match OF
/ each wear. beginning with the year l9I; a.!
election Of directors shall bc by ballot and
I,s,F stakeholder shall be entitled 20 one vote
/ f,- each share Of stock standing III his name
| on the books OF The corporation, this vote
I % be cast N person or by proxy, and 1t
| shall REQUIRE a majority OF the stock present
| VI represented 90 elect.
Failure 70 elect board Of directors on
| she second Monday IN March, 1917, or aunu-
allv thereafter, shall not work q forfeiture
/ ii 'h., charter, but the old board 81 ulfc--
,,r, shall remain in oiiice until their success
,urs are elected and qualified.
! Article El-Thc board OF directors shall
! hold regular meetings at such times as shal!
| Nc fixed in the bylaws Of this corporation.
! These meetings shall be held at the DOM
Gle 1i the corporation, but the president may
| call special meetings OF the board OF diTtc-
tors Al such things as he may deem advisable.
and he shall be required to call such spe-
cial meetings. whenever requested 10 do so
by three mcmbrs Of the board OF directors.
| Three days notice OF such special meetings
shall he given in writing TO the directors
unless waiver Of notice IS signed by the dI.
rcctors. ANY vacancy occurring on the board
either from death, resignation, or inability
10 serve shall be hlled by the board oil d.
rer.ors, at its next regular meeting after
such vacancy shall have occurred. The hrst
board Of directors Of this corporation shall be
required 70 draft suitable bylaws Tor the
government Of this corp2ration; which may
81
gcncirS of the case may require.
Article NII-Thc stock Of this corporation
NAV be transferred. provided such transfer
shall be recorded upon the books OF the cor
poration before It shall be required 70 recog
uizc the transfer or the new holder OF SAID
stock. The total amount Of the subscribed
stock. as herein set forth, Is the sum OF
twenty thousand (S20,OO0UOD dollars, which Is
hereby authorized to be issued fully paid
and non-as,cssable. for cash. or in exchange
for property or services. according 10 law
That save as hereinafter provided, no share
or interest in the company shall at any time
be transferred to any person not already a
shareholder, So long as any shareholder is
wiling 10 purchase said share interest
Al the prescribed price. That in order TO as
certain whether any shareholder is willing
10 purchase any such share or interest, the
person whether a shareholder of the com
pauv or not, proposing TO transfer the same
hereinafter called the retiring shareholder,
Shall give notice in writing to the company
that he desires 10 transfer the same, and
such notice shall constitute the company his
agent for the sale of the share or other in
tereSt TO any shareholder of the company at
the prescribed price That If the company
shall within the space of thirty days after
such notice find shareholder desiring to
purchase such share or interest, hereinafter
give notice thereof to the retiring share
holder, he shall be bound at such time with
in fifteen DAYS thereafter as the company
shall appoint upon payment Of the prescribed
price. 10 transfer such share or interest to
the purchasing shareholder. That If in any
case the retiring shareholder after becoming
bound as aforesaid makes default in trans
ferring such share or interest, the company
may receive the purchase money and shall
thereupon cause the name OF the purchasing
Shareholder 10 be entered upon the register as
the holder of such share or interest. and
shall hold the purchase money in trust for
the retiring shareholder, his executors, ad-
ministrators or assigns, and the receipt of
the company for the purchase money shall
be a good discharge to the purchasing share
holder and he shall not be bound to see 10
The application thereof, and after the name
OF the purchasing shareholder has been en-
tered in the register in purported exercise of
the aforesaid power, the Validity of the pro-
cecdings shall not be questioned by any per
SON and the purchasing shareholder shall be
deemed and taken TO be the owner of the
said share or interest. That the prescribed
Drice shall mean the amount paid in on such
share or interest plus the proportionate part
of undivided profits, provided that If instead
nj there being undivided profits there exists
an impairment Of capital OF the said COM
many. then the proportonate part of such
Impairment shall lie deducted from the
amount paiG in Ut N such share or interest
in ascertaining such prescribed price That
the company shall in all cases on receiving
notice Of desire to sell stock as aforesaid
allow the other shareholders the opportu-
uity TO take same in proportion to their re-
spectiyc holdings of stock in the company
making all necessary adjustments to avaOid
| fractions of shares and for that purpose Civ
ing the preference in all cases TO sharehold-
ers who have the largest holdings.
Article VIII-This charter may be modi-
creased or decreased, or the corporation may
he dissolved with the assent of two. thirds OF