The herald., 1918-08-08
CHARTER

may deem proper on the common stock out of
IA" surplus earnings, or profits, growing out OF
the business of the current or previous years
II any person not connected with the corpora
tiun as officer director employee, should at
any time become the holder OF common stock
and should the dividends applicable to the com
mon stock in any year equal or exceed ten (lO)
per cent in amount, then and in any such event
or events. the dividends PAYABLE TO non-employe e
holders o! common stock shall never exceed CO)
per cent in amount. the excess, If any, shall be
applied 10 surplus. The preferred stock. in whole
OF IN part, may To- retired or redeemed at any
time bv a vote Of threc-fourths Of all. Of the
outstanding common stock Of the corporation at
Ia meeting called for that purpose, provided by
law; and when thus retired, may be- held in
suspense in the treasury, subject to resistance,
III II be - desired by the Board of Directors.
at not less than par. The retirement or rcdcmp-
ton pt the preferred stock shall b" at par, with
accrued dividends. The owners II the preferred
stock shaall not have the right 70 vote on the
question Uf it, retirement In the event Of
liquidation whether voluntary or otherwise. the
holders Of the preferred stock shall be- entitled
10 receive the par value Of their stock, with
all accrued dividends, before any division of the
corporate funds i made or otherwise set apart
in payment Of the common stock. The Capital
stock Of the corporation shall not be issued for
less than par and shall he fully paid for In cash
or property, acceptable TO the Board Of Directors
lat the time Of its issuance. and thereafter shall
he worcestershire. No present or future stock
holder shall ever VdlIdly sell, assign transfer
other than bv inheritance, any OF the common
stock Of this corporation until the same shall
have been rrst offered 10 the remaining stock
holders. for the benefit Of those stockholders who
may desire To purchase same, through the Board
pt Directors. Tor period OF ten days, at the
book value Of such stock, shown by the books
IF the corporation on the first ddv of August
last preceding the date Of such offer. Ii shall
De the duty Of the Board Of Directors, promptly
upon receiving an 0icr Of sale OF any Of the
common stock OF this corporation, 10 Commu-
HiCatc the same 10 the stockholders, in writing,
H. IL.
of the said stockholders shall be entitled to pur
chase such proportion Of the stock offered for
sale Is the number Of common shares owned bv
him ~ the time bears 70 the number Of shares
owned 10y al other stockholders desiring TO par
tiCpate in the purchase. No sale under fore
closure, attachment OF other process. by virtue
of ann power of attorney. plclg" hypptheCJtion,
shall be validity made Of the common stock until
the foregoing requirements have been complied
with by the person or persons, firm or corporation
provoking such foreclosure or sale. The Board
IF Directors shall have authority. however, u
waive the above requirements Us To any particular
hvpothccation or pledge of common stock. hv
resolution adopted at regular meeting Of the
Board, or at meeting attended 10y all the mem
hers OF the Board oi Directors. such resolution
being adopted in advance OF the pledge or
hypotheCJtion.
said Appearcrs further declared that the DELHI
orltouS had az said stockholders meeting author
ling the amendment 70 said Article ~ Of the
Charter Of said corporation, are correctly shown
10y the Minutes Of said meeting. a copy whereof.
duly certified. l. attached 10 and made part
hereof.
Said AppearcrS further declared that. as will
appear from the aforesaid Minutes of the meeting
of stockholders Of said corporation. they were
sey"rIlly authorized 20 appear before Notary
Public for the purpose of executing. IN authentic
form, the amendment 10 Article " Of the Char
ter aforesaid. and they do appear before me.
said Notary. for the purpose Of carrying ont and
giving effect to the resolutions adopted hv the
shareholders, amending the Charter OF said cur
in l4r- FT4 l4tE.a