The herald., 1918-02-28

I y
| to grow AMI produce the said articles and
! produce. and for such purposes To own or
| lra>" farms or plantations and operate
| ana maintain tn" same, to buy. sell. or
| lcl>" real estate for the purpose of ear
I ryiuE on their business. or any part there
( OF. to own aud operate boats. vessels. and
! railroad ears ana other rolling stock, for
! the pUrp"~" of carrying on said business;
| to execute bonds or other acknOw lcdg-
/ W"ut> in th" tulhilWcut of contracts or in
| the performance Of its business, and. gen
! orally. To- do amy and all things incident
/ 10 or necessary to carry ont any of IN"
/ objects ana purposes hercinuboyc cnum-
! Grated.
Article IIl-Th" capital stock of this
/ corporation is hereby HN"d ~ the sum Of
Two Hundred Thousand Dollars. $500
/ uou"h. and shall Ice divided into and rep
/ resented 10y Two Thousand shares of
common stock. OF the par value of One
/ hundred tNluuOol Dollars each. Said
stock shall 10" paid for in cash, or by
property. or services actually rendered TO
Ia" corporation, or other equivalent Of
cash. as provided by law. and in such
manner and ut such times and in such
Ih~i"Ilh"ut> Is may Ice prescribed by the
Eoard of Directors.
This corporation shall hc,om" "a going
concern and shall be- authorized to com
meme" business rs soon Us Seventy five
! Thousand Dollars tSII goo UOl of its cap
ital stock shall have been subscribed
Article IN.-Th" capital stock of this
corporation may bee increased to the sum
! tNhuOUuoUuD Toy vote of twO-thirdS OF all
| stock al special meeting called for that
| purpose or AT Il regular annual meeting
of th" corporation.
Article N.-All certificates of stock is
sued 10y this company shall be signed by
| the president ana one Vice President or
! 10y two NiC"-PrcSidcutS. The stock of
| tins corporation can he transferred only
! on the books of the corporation aud sub
| J"ct to such regulations and fOrmalities
| as may be toy the Board of Directors from
time 10 tim" prescribed. No stakeholder
snail De permitted to sell or otherwise
dispose of his stock without first Offering
the same in writing to the other stock
holders. through the Board of Directors.
AT a price not exceeding the book value
thereof; and said stockholders. in pro-
portion to their holdings shall have an
option and FIRST right to purchase all the
shares of stock to be thus disposed of by
sal" or otherwise of any of the stock
holders. and shall have period of thirty
days III which to accept or decline said
Offer. Should the stockholders decline to
purchase said stock. then such StOckhold-
or Is at liberty to sell or dispose of the
stock, and may do so in any manner and
at any price he may deem fit.
Each share of stock is issued herein
upon the condition and understanding
that no stakeholder shall sell or other
wise transfer his stock in violation hereof
and any such sale or transfer if made
shall be void. and this Company shall be
under no obligation to list said stock on
It's books or to regard the holder of the
certificate thereof.
Article VI.-The corporate powers of
this corporation shall be vested in and
exercised by a Board of six directors four
of whom shall constitute a quorum for
the transaction of business. The direc-
tors of the corporation may vote in per-
son or by written or telegraphic proxy
at any of the meetings of the Board of
Directors.
The first Board of Directors of this cor
pOration shall be composed of: Harry
Goodman; Harry Hyman; Stanford NJ.
Beer; LaZar Il. Levy: Charles 4. skinner,
and John Il. DeBlanc: who shall serve
until the second Wednesday in February,
1919, or until their successors are elected
and qualified; The Directors shall be
elected annually by the stockholders at a
meeting held on the second Wednesday
of February in each year after date here
of. Notice of said meeting shall be Civ
meeting in writing, sent by registered
mail to each stakeholder at his last known
place of residence. The Board of Direct
orS may change the date of said annual
meeting to any other date, by written no
tice to that effect, sent at least fifteen
days prior to the date to which said an
nual meeting shall be changed, directed
by registered mail to each stakeholder at
his last known place of residence.
Each stakeholder shall, at such annual
meeting or other meeting. general or spe-
cial. he entitled in person or by written
or Geographic proxy to one vote for each
share of stock owned by him. The cleo
ton shall be held under such rules and
regulations as may be from time to time
determined by Board of Directors.
The directors when elected shall hold
Office for one year, or until their success
OrS shall have been elected and qualified,
and failure to hold the annual meeting of
stockholders or to elect annually directors
shall not operate the forfeiture of this
charter or any rights Hereunder.
The first officers of this corporation,
who shall hold Office until the second
NJ 81 m tnffI
their successors are elected and qualified,
shall be: Harry Goodman, President;
Stanford Beer, Vice President; Harry Hy-
man, VicePresident; Lazar Il. Levy, Sec
rotary.
ANY vacancy occurring in the Board Of
Directors may be filled by the Directors
for the uneXpired term.
Neither the Secretary nor any officer,
other than the President and Vice-Presi-
dents: need be stockholders in this cor
poratiOn.
Article VH.-This charter and act Of in
may be changed. modified, al
tered or amended by and with the consent
of three-fOurths of all the stock at a meet
ing, general or special held for that pur-
pose; and such amendments may be ma
terial or immaterial. subject only to the
limitations as may be by law provided;
and this corporation shall have the right
and power to increase or decrease its cap
ital stock as hereinbefOre set out, and any
increase of the capital stock in excess of
the amount named herein as the amount
to which the capital stock may be in
creased may be made by a hree-fourths
vote of all outstanding stock.
Article VIII.-Notice of any and all
referred to in this charter or
required by law, shall be given in the
manner provided for giving notices in
case of election, unless the same shall
have been waived. The stockholders and
directors may waive notices.
Article IX.-In case of the dissolution,
liquidation, or termination of this charter,
by limitation or otherwise, the affairs of
the corporation shall be liquidated by
one or more liquidators elected by a three
fourths vote of the stockholders, who
may provide the number of said liquida-
tors and vest them with such power and
authority as may by law he permitted,
fixing the terms and conditions upon
which they shall serve and their com
pensation, and provide that in case Of
death or disability of anyone Of said IL
quidatOrs the remaining hquidators may
fill the vacancy or continue to act on be-
half of the corporation.
Article X.-NO stakeholder of this cor
poration shall be liable or responsible for
any acts, contracts, debts, or defaults Of
this company or any of it's officers, nor
shall any informality in organization have
the effect of rendering this charter null
and void or of exposing a stakeholder to
any liability beyond the unpaid balance
due on the stock held by him.
Article XI.-The subscribers hereto have
written opposite their names the number
of shares subscribed to by each of them,
together with their post office addresses,
so that this charter may serve as a sub
list all of which subscriptions
are payable in the manner and form set