The herald., 1917-06-21

any shareholder % purchase said stock and
upon o''1iai0g guarantee satisfactory 81
said board i'- the price thereof, the board
o; directors shall! taercupon give. notice.
thereof q the owner ~ me stock, his agent
or representative. and before the expiration
%: the period # eighty days aforesaid shall
call IT the ce-;incaie - cerunca.e' repre-
Se1tinE such stock and pay the price or.
value thereof and cause the same 10 be-
transferred on the books % the purchaser.
SECOND: The preference. option and
right Of purchase heretofore vested by Par
ag-aph First in the other shareholders shall
% acquire the shares 81 stock Of a deceased
stakeholder, and the fo-walitles and course
Of procedure, the terms, conditions, stipula-
t;ors and delays hereinab0ve established in|
said paragraph shall apply IN all respects
% the procedure 20 be followed IN case Of
death. Immediately upon receipt II irf1--'
nation Of the death OF any shareholder, Il
shall Ne the duty OF the board OF directors
10 cause the necessary steps - be taken 20
carry out and enforce these provisions.
THIRD: The preference. option and righ:
| Of purchase hereina50ve established shall
| run IN favor OF each shareholder OF record
for his. virile share in proportion 70 his ex-
| ~ting holdings IN the stock. bat should any
| shareholder fail - exercise his right n this
| regard his rights shall pass . and be alb.
sOrbei by the other SharehGl de-S provided
| rese1tatives, as the case may be, shall not
| be obliged to deliver said stock unless the
offers 10 purchase the same shall include and
cover the entirety OF the offerings under
| Paragraph First Or all Of the holdings under
| Paragraph Second.
FOURTH: All certificates OF stock shall
| bear upon their face a brief reference 70
| the rights herein established IN favor Of
| the stockholders.
Article V-Au the corporate powers OF
| this corporation, and the management and
| control Of its affairs, shall be vested in, and
| exercised by a board Of directors composed
| OF three a. stockholders, majority Of which
shall constitute a quorum for the transac-
l ton Of all business. The directors shall be
elected annually by the stockholders, a. a
\ meeting 70 be held the first Monday after
1 the first Sunday OF each year N the month
| OF January, said meeting 20 be preceded by
| three days written notice to the stockholders.
Each stockholder shall be entitled, n per
| son or by proxy, 20 a vote for every share
| owned by him, and all elections shall be
held under such rules and regulations as
may be determined by the board OF direc-
tors At such meeting, all questions other
than mere routine shall be decided by
| majority of the shares Of stock represented
| at said meeting. The directors, when elect
| ed shall continue in Office for one year, ant
until their successors have been duly electe'
| and have qualified. No failure 20 elect shall
operate the forfeiture Of this charter An
vacancy occurring on said board shall ,
1 filled by the remaining directors FOR IN
tunexpired term. The board Of directors shall
at its first meeting after its election, seleC
| out of its number, a president and one
| more vice-presdents and a manager, an
] shall also elect secretary-treasurer, VI