The herald., 1917-03-22

notice may be waived by unanimous con-
sent OF the stockholders.
At all such elections and at all meetings
of the stockholders, every stakeholder shall
be entitled to vote for each share of
stock standing in his name on the books OF
the corporation at the date of such election
or meeting; said votes may be cast in per-
son or by proxy, the said proxy TO be in
writing, and majority OF votes cast shall
elect.
The failure to elect directors at the annual
meeting shall not dissolve this corporation
nor impair its management in any way; but
the directors then in office shall remain in
office until their successors are elected and
qualified.
Each subsequent board of directors shall
elect as soon possible from their own
number a president and a secretary-treas-
urer as the officers 10 manage the affairs of
THIS corporation, and may grant to the said
officers such powers they may deem
proper
All vacancies on the board of directors for
whatsoever cause shall be filled by the re-
naming directors. Any member of the board
may appoint any stakeholder as his proxy
to act for him and in his place at any meet
ing of the board.
said corporation shall have the right to
make and amend, by its board of directors
bylaws, rules and regulations necessary and
proper for the management of this corpora
ton. Three shall constitute a quorum for
transaction of the business of the board.
Article Nl.-This act of incorporation may
be modified, changed, altered or amended
or the said corporation may be dissolved
with the assent of two-thirds of the capital
stock outstanding, at a meeting of the stock
holders convened for that purpose, and after
hiteen days written notice delivered in per-
son or al the last known address of each
stakeholder. The said notice, as aforesaid
may be waived, by the unanimous consent
Of the stockholders In case of dissolution
the affairs OF this corporation shall be IL
quldated by two commissioners elected by
the stockholders
Article Vino stakeholder shall ever be
held liable for the contracts or faults of this
corporation in any further sum than the I'M
paid. balance due the corporation on the
shares of stock owned by him; nor shall
any mere informality have the effect of rem
derng this charter null or of exposing the
Stockholders to any liability beyond the
balance due and unpaid on his stock
Article Nlll.-Ihe subscription of Geo
VIM. Rueff, Sr., to this company for the sum
OF $500 of the capital stock thereof, that
IS IS shares, is covered by the transfer to
this company by said George VIM Rueff
ST., of certain books and fixtures owned by
him and heretofore used in his custom house
brokerage business, together with the good
Will of said custom, house brokerage bust
ness, all itemized and appraised on a list
annexed hereto and made a part hereof,
duly sworn to by the directors of this COM
pany; which list is TO be read in connection
herewith; the total apprasement of said
property and good will, as appears on said
list, amounting to the sum Of $4,000
Detailed and itemized statement, descrip-
ton and appraisement of the books, fixtures,
good will, etc, referred to in Article VIII
Of the Charter of Geo. VIM. Rueff, Inc, for
which there is issued TO Geo. VIM. Rueff
seyenty-hve shares full paid worcestershire
shares OF stock in the Geo. VIM Rueff Inc.
Books, Treasury Decisions (Bound),