The herald., 1917-03-15

and recorded upon is books No stock
holder shall have night TO- transfer ~
convey any OF his or her STOCK J." sb ,.' s5aII
have FIRST made a written offer 20 the othef
then stockholders Of the corporaton ana 20
the corporation itself, 70 sell ms or ne.
which he or She may have received a mona
rdc Offer therefor. Such written oitcr SAa''
be addres sed 70 the other then StcoknoideTs'
md :, the corporation itself, collectively,
and shall ne delivered to the othce OF the
-oraara.ial not less than ten COZ days PRIOR
70 the application 10Y transfer OF the stC'N.
The corporation shall transmit tins oheT 20
ne -especrtve then stockholders, and the
stock Of the stakeholder desiring 10 sci!
shall he distributed pro-rata among such OF
The other stockholders as desire TO purchase.
IN the proportions, in which the noIdinsf o.
The stockholders DESTROYS Of purchasing bear
TO each other; provided, that the other
stockholders desiring to sell shall not be re-
quired to take all CT the stock OF the
stockholders desiring to sell BUT shau maEe
the option 10 take any part OF II, az the price
n which a bona fide 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 10
purchase is less than the total offered for
sale then after each of the other stock
holders shall have taken and paid Tor the
amount OF stock which he or she desires 10
huy 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 OF
| accumulated prohts to the purchase, Iao. ron
any stockholder desiring TO sell, OF any por-
tIon OF that stockholders stock winch none
| Of the other stockholders may desire &c aC
quire, at the same price as SAID STOCK Shdll
have been offered to the other stockholders;
nTovided. that the corporation shall not apply
any of its capital to the purchase OF sucn
stock but shall always MAINTAIN lis cdpital
unimpaired and invested IN other properly
and in securities. The corporation shall nave
| -,rI,t reftr transfer
50 long as the shareholder demanding Nle
| transfer i in any way indebted 70 INC GU
poration, and the corporation shaH nave d
| lien pledge and privilege on eacn snare VI
| s.ocL "a secure any Indebtedness due oy the
shareholder to the corporation. should any
oo-tion of the stock be offered for sac nc
not desired by any OF the other stocFEoil
ers and should the corporation lseIt pc
unwilliug or unable 20 purchase ana OF the
same out of its surplus earnings WITHIN zen
| 1O) DAYS from the receipt at the So'PoId
tons office OF the written oHeL 10 ~ i, -,
and then only, shall the stockholder desiring
|, m sell be entitled TO transfer sucn undeslfeu
portion of the stock to such person or persons
| as he may see fit. for not less than the price
| a. which he or she has offered the stock 10
| the other then stockholders and to me cor
4 marathon The provisions Of this article ShaIl
! be printed upon the face OF each cGfllnCIle
issued by the corporation, ana S,lan "e
binding upon every person now or hereafter
becoming a stakeholder in tins corporation
| all of whom take such stock subject 10 ,he
| provisions hereof; and all pledged, hypotht-
| cations, or other encumbTa"ce' oil '"'u s'''" ~
| shall be subject hereto.
| Article V-All the powers OF tins c9FPo-
| -ation shall be vested in and exercised oy
a board of three directors, each OF whom
shall own IN his own Ts5, Al ~ he rapit aI
| s,orL The said board OF directors snail ne
elected annually. by ballot. at the, annual
meeting of the corporation 70 be held on tHt
| second Tuesday in October IN each year, ai'Gl
notice given 10 each stockhoider, by mail
addressed TO his or her last known post Once
address at least ten tlO' DAYS before me
date of the meeting. The board OF dlIey,
tors at their first meeting following cdc'
! annual election, shall elect from their mum
Der president, a vice esideni, ana as
Cbut not necessarily from their NUMBER
secretary treasurer, and such other oihceI
as they may deem necessary Inc podr'
-, Shall have power, in its discretion, 10 unlN
two or more offices and to confer the sam
, upon one person, or 10 dispense Win az!
Office, and shall have the power to TX IN
, | salaries of such officers and such turtle
: officers and agents as they may deem nee
= essary At any meeting OF the board 0
directors, any absent director may be rep
resented by any other director, who ma
5 cast the vote Of the said absent directo
according TO the written instructions, whethe
r general or special, of SAID absent director
The board Of directors shall have authority
nv unanimous consent Of the board, wlthou
referring to the stockholders, TO sell, lease
assign transfer, convey, cucumber, or otnei
= wise dispose of and deliver, all Of The prop
: erty Of the corporation, upon such terms an
, conditions, and for such considerations
whether in cash, bonds, stock in other CON
lpanies or other. property, as IN their disG SCI,
: ton the directors may deem advlSaOle' n
: directors are moreover authorized to max
4 and Establish. as well as alter and amend
D all bylaws, rules and regulations necessar
1 and proper for the support and managemer
OF the business and affairs Of the corporate
vi not inconsistent with its charter; to borro
5 | money, and through the president or oth'
!. duly authorized agent or agents TO eXeeu
d mortgages, issue notes, pledges bonds;
Ell other obligations, in such amounts and .
= such terms as in their judgment may !
y deemed advantageous; to direct and dete
e nine the use and disposition OF any su
et plus or net profits over and above the ca
IS ital stock paid in; to issue and deliver ~
Z. paid shares OF stock and bonds, or other obi
r. | cations of the said company, IN payment I
y money, labor or services, or property :,
= rights actually acquired and received oy I
i'll corporation, on such terms as the directo
lie may think proper; to issue and deliver II