The herald., 1917-03-08

and recorded upon its books. No stock
holder shall have a right TO transfer or
convey any OF his or her stock IN the SoT,
Doratlon unless and until he or she shall
have FIRST made a written offer to the other
then stockholders OF the corporation, and to
the corporation itself to sell his or her
stock to them, at the same price a. Ln1 - a.
|fde offer therefor. Such written offer shall
be addressed to the other then stcokhoideTs'
and to the corporation itself, collectVeiy'
and shall be delivered to the othce OF the
corporation not les than ten u0l days prior
TO the application for transfer OF the stock
The corporation shall transmit this offer 10
the respective then stockholders, ana me
stock Of the stakeholder desiring TO sci!
shall be distributed pro-rata among such OF
the other stockholders as desire 10 purchase
in the proportions in which the holdings OF
the stockholders DESTROYS OF purchasing pear
stockholders desiring to sell shall not De re-
quired to take all OF the stock OF the
stockholders desiring TO sell, but shall have
the option to take any part OF II, at the price
at which bona fde offer may have been
received by the stakeholder desiring to sell,
for the whole amount offered; and II the
total which the other stockholders desire TO
purchase is less than the total offered tor
sale then after each of the other stock
holders shall have taken and paid for the
amount of stock which he or she desires to
buy, the remainder untaken shall be open
for purchase by the corporation itself; and
unless prohibited by law, the corporation may
itself use and apply its surplus earnings or
accumulated profits to the purchase, from
ton of that stockholders stock which none
Of the other stockholders may desire &c &C.
quire, at the price as said stock shall
have been offered TO the other stockholders;
provided, that the corporation shall not apply
any of its capital to the purchase of such
stock, but shall always MAINTAIN Its capital
unimpared and invested in other property
and in securities. The corporation shall nave
eFa~ nFE
so long as the shareholder demanding the
transfer is in any way indebted TO the cor
poration, and the corporation shall have a
lien. pledge and privilege on each snare OF
stock TO secure any Indebtedness due by the
shareholder to the corporation. Should any
portion of the stock be offered for sale be
not desired by any of the other stockhold'
ers, and should the corporation ltself pe
unwilling or unable to purchase and OF the
same out of its surplus earnings within ten
QO) days from the receipt at the corpora
TONS Office of the written offer to sell, then'
ard then only, shall the stakeholder desiring
10 sell be entitled TO transfer such undesired
portion of the stock to such person or persons
as he may see fit, for not less than the price
at which he or she has offered the stock to
the other then stockholders and to the cor
poration The provisions of this article shall
be printed upon the face of each certihcate
issued by the corporation, and shall be
binding upon every person now or hereafter
becoming a stakeholder in this corporation,
all of whom take such stock subject to the
provisions hereof; and all pledged, hypothe-
cations, or other encumbrances OF said stock,
shall be subject hereto.
Article V.-All the powers of this corpo-
ration shall be vested in and exercised by
board of three directors, each of whom
shall own in his right at least one az
full paid and unpledged share of the capital
stock. The said board of directors shall be
elected annually, by ballot, at the annual
meeting of the corporation to be held on the
second Tuesday in October in each year, after
Ill L.
addressed to his or her last known post office
address. at least ten 00) days before the
date of the meeting. The board OF direc-
| tors, at their first meeting following each
| annual election, shall elect from their num-
Der a president, vice-president, and also
| (but not necessarily from their NUMBER a
secretary-treasurer, and such other officers
as they may deem necessary. The board
shall have power, in its discretion, to unite
| two or more Offices and TO confer the same
upon one person, or 10 dispense with any
Office, and shall have the power to nix the
salaries of such officers and such further
officers and agents as they may deem nee.
essary. At any meeting OF the board OF
directors, any absent director may be rep
| resented by any other director, who may
cast the vote Of the said absent director
according to the written instructions, whether
| general or special, of said absent director.
The board of directors shall have authority,
Iby unanimous consent OF the board, witnou'
| referring to the stockholders, to sell, lease,
/
wise dispose of and deliver, all Of the prop,
erty of the corporation, upon such terms and
| conditions, and for such considerations,
whether in cash. bonds, stock in other COM
panies, or other property, as in their disGTe-
| ton the directors may deem advisable Inc
directors are moreover authorized to make
and establish, as we'll as alter and amend
all bylaws, rules and regulations necessary
\ and proper for the support and management,
| of the business and affairs Of the corporation
not inconsistent with its charter; to borrow
| money, and through the president or Other
duly authorized agent or agents, TO execute
mortgages, issue notes, pledges, bonds, OF
other obligations, in such amounts and or
such terms as in their judgment may be
deemed advantageous; to direct and deter
mine the use and disposition OF any sur
4 plus or net profits over and above the cap
| ital stock paid in; to issue and deliver full
paid shares of stock and bonds, or other obi
cations of the said company, in payment TO
money, labor or services, or property o
rights actually acquired and received by TIL
corporation, on such terms as the director
! may think proper; to issue and deliver full