The herald., 1918-06-20
CHARTER

viiqals, contractors, for public and other
! works, merchants, and any other business
/ winch may seem 10 the company capable 70.
| being conveniently carried ou i'm ,auugc-
/ .l"N Win the above or calculated directly
! 'T indirectly @ enhance the value OF or
| render profitable any OF the coupauy's prop
! cry or rights and further generally % 10
any aud al, 'hings appcruti",uE 60, ~ wing
/ 'ut OF. and relating 10 the nature of .le
/ aforesaid objects and purposes
ARTICLE IN-Thc total authorized cqn.
! tai stock of the corporation IS twenty. 1--WE
| thousand. i've hundred dollar, lS-5muDu.
! OF such total authorized capital stock. t,,.
hundred and nifty t-5O shares shall be pre-
| tcrrcd stock OF the par ylluc ui Dar Han.
| drei Dollars lSluJuu each. and i've h,.-r.
bred l5roJ shares shall De common stock NJ
the pa~ value ot one dollar lSIUU each
/ E.'M time 90 tine, the preferred stock and
| 'Gc c"umIu stock may be increased accord
ing 20 law and may he issued In >r,h
amounts and proportions as shall he dc.c.
De permitted by law. The holders u the
preferred stock shall je entitled % receive
when and as declared, from the surplus ~
| net proi'is 81 the corporations, yearly diyi-
dends At the rate of eight per ceutlm peg
annun, payable annually. The dividend,
! on the preferred stock shall he cumulative.
and shall DE payable annually. The d.y,-
| bends on the Tre'er-cd stock shall be cuuu.
Itiye' and shall he payable before any dIyr-
denu on the common stock shall be paid
u set apart; Sd that. il any yclr dividends
amounting - eight per cent shall not have
been paid thereon, the deficiency shall be
payable before any dividends shall be paid
upon or set apart flr the common stock
Whenever all cumulative dividends on the
preferred stock for all previous years shall
| have been declared, and shall have become
payable, and the accrued dividends for the
current year shall have been declared and
! the company shall have paid such cImula-
tive dividends for previous years, and such
accrued dividends, or shall have set aside
| from us surplus or net profits a sum Sutti-
cieut tor the payment thereof then should
further dividends be declared on, Of auv
remaining surplus net profits, the board
Of directors shall declare dividends on the
! common and preferred stock, share and share
alike, payable then or thereafter In the
event Of any liquidation Or dissolution or
winding up whether voluntary or iuv0lun-
| tary) OF the corporation, the holders OF the
preferred stock shall be entitled to be paid
IN full both the par amount of their shares
and the unpaid dividends accrued thereon.
| before any amount shall be paid 20 the
holders Of the common stock; and after the
payment 70 the holders Of the preferred
stock OF its par value and the tnpaid az.
crued dividend, thereon. the remaining as
sets and funds shall be divided and paid to
the holders Of the common stock according
to their respective shares.
The capital stock OF this corporation NAV
be increased 70 one hundred thousand dol.
lars SlD,uOO) according to law.
No transfer of stock shall be admitted or
held to be valid or binding, 50 far as the
company is concerned, unless made upon the
books OF the company. No sale or stock
shall be valid unless such sale is accompa.
med by a written certificate signed bv the
President or Nice-President and Secretary
treasurer OF the Company, to the effect that
such stock IS offered to the remaining d..
rectors propOrtiOnately through the board of
directors at its book value for a period Of
ten days and they have failed or declined
10 purchase same.
Said CDrTloration
serves the right 10 purchase redeem. retire
and cancel any and all of the then outstand-
ing preferred stock of the corporation within
SIXTY Gays after the end of any fiscal year
IN such amounts from time 10 time and in
such manner as the board of directors NAV
determine, by paying to the respective hold
ers OF the stock SO retired, or by depositing
10 their order at the office of the company
a sum or sums equal to the par value of
the preferred stock 50 retired and cancelled
together with all accumulated and unpaid
dividends thereon, If any, plus the sum of
ten dollars $1,000 per share. In case of
forthwith be given to the respective holders
OF the stock so retired and cancelled by mail
ing such notice 10 such holders at their last
known place of abode business, if shown
by the corporate records.
ARTICLE V-No stakeholder shall eyer ba
held personally liable for the faults or con.
tracts OF said corporation in any further sum
than the unpaid balance due to the corpora.
any mere informahty have the effect OF
rendering the charter null, or of exposing
any stockholders TO any personal liability
beyond the unpaid balance due on his stock
ARTICLE Wall the corporate powers OF
TINS corporation not reserved by law to the
stockholders shall be vested in and exer.
cised by Board of Directors TO be com.
posed OF not less than three stockholders
nor more than five, holding common stock,
majority of those elected shall constitute
quorum to transact business. The Direc.
tors shall be elected annually by ballot by
the holders OF common stock, at a meeting
convened for that purpose after fifteen days
written notice TO each stakeholder mailed to
his last address as per the books of the cor.
poration. The preferred stock shall have no
voting power.
The Directors at their first meeting and
at each annual meeting shall elect from
ther number President, a Vice President,
a Secretary and Treasurer, which last two
named officers, however, may be combined
at the pleasure of the Board. The annual
meeting for the election of directors shall
take place on the third Tuesday in January
Of each year.
The meeting Of the stockholders for the
election OF the first Board of Directors 10
serve until the election on the third Tues
20, 1918. VII a'
The failure to elect directors or hold the
annual meeting shall not dissolve or affect
the corporation, impair its management
in any respect, but the directors in Office
snail remain in office until their successors
are elected and qualified.
ANY vacancies occurring in said Board shall |
be filled from the other stockholders for
the unexpired term by the remaining direc.
tors.
ARTICLE VII-This act of incorporation
may be modified, changed or altered bv |
vote OF two-thirds Of the stock of this cor l
porahon at a meeting of the stockholders !
July called for that purpose, provided. how. n
ever, that the objects and purposes of in. H
corporation shall not be changed. and the Il
capital stock shall not be increased 70 more
han the maximum permitted in the original II
let OF Incorporation, nor decreased 10 an Il
mount less than the corporate indebtedness II
A change in objects and purposes NAV. how.
;Ver, De voted by all stock Heretofore issued II
Ind an increase of the capital stock in ex II
,ess OF the amount originally named as the
um to which the capital may be Increased.
nay be made by three-fourths of all its out
standing stock.
ARTICLE VIII-Whenever this cornora
ION IS dissolved, either by limitation or anv
'ther cause, its affairs shall be Inundated
'y two stockholders elected as liquidatinR
at a general meeting of stock
FOLDERS TO be convened for that purpose, when
en- days previous notice shall have been
H. Liberty B;
SH 1DO ID