The herald., 1918-11-14
CHARTERS

of the corporation Except as herein other |
wise provided shall be vested exclusively IN
the Common stock at all elections OF direc- ,
tors other meetings OF the Stockholders,
except on questions relating to the hquida- |
ton and dissolution of this corporation. or
the amendment of this charter. in which
cases, the Preferred stock shall have a like
voting power the common stock, that Is,
one vote for each share Of stock. Q. The
Board of Directors may at any time. out OF
the profits earned surplus OF said busl-
ness. retire all or any portion Of Class ~
Of the preferred stock, selected and deslg-
mated by the Board Of Directors upon giving
to the registered holder or holders thereof
thirty (5O) days written notice delivered III
person or mailed TO their address last given
TO the corporation. which notice and delay
may be waived by any such stockholder,
and paying to the holders OF such stock so
called in the par value thereof with all ac-
cumulated dividends and the agreed divi-
bends provided in this charter up TO the date
Of the redemption OF said stock, after which
the dividends said stock shall cease; pro
vded that il less than the whole OF said
Class a. Preferred stock is retired, each
outstanding certificate shall have the same
pro rata thereof retired. 10. All or any
portion OF the preferred stock redeemed may
be re-issued by the Board of Directors TO
such person or persons as SAID Board OF d.
rectors shall determine for not less than par,
and said stock when re-issued shall have
all the rights and privileges and shall be
subject 10 all the terms ana conditions d>
the original stock: provided that none OF
the preferred stock Of Class a" after be
ing retired, may be re-issued except
Class "B" preferred, whereupon il shall have
all the rights and privileges and be sub
ject TO all the terms and conditions of Class
"B" preferred. II. The Board of Directors
may, after all OF the stock of Class "a pre-
ferred has been retired. retire out OF the
profits earned surplus OF said business all
or any portion of Class "B' Of the preferred
| stock, pro rata according to the total amount
outstanding. whether original or reissue,
upon giving 10 the registered holder or hold
ers thereof thirty (5O) days written notice
delivered in person or mailed to their ad
notice and delay may be waived by any
| such stockholder. and paying 10 the holders
| of said stock SO called in the par value there
OF with all accumulated dividends and the
| agreed dividends provided in this charter up
| to the date Of the redemption of said stock.
| after which the dividends on said stock shall
| cease. y. No shares Of Class "B" of pre-
| ferred stock may he sold, assigned, dis
| offering it in writing for thirty 500 days TO
| the corporation, AZ price not TO exceed its
| par value with all accumulated dividends and
! the dividends herein provided up to the date
| Of purchase; and any sale or other DISPOSE
| ton. pledge or other encumbrance OF said
| stock shall be made subject 20 this provision
OF the charter. Said corporation is hereby
| authorized to purchase the same out of the
|
| same for not less than par, and said stock
so re-issued shall have all the rights and
privileges and be subject TO all the terms
| and conditions of said class. If said cor
poration fails TO exercise its rights to buy
! in said stock within said period. the holder
| thereof may make such other disposition OF
| the stock he desires. Il. No share OF
Class ''B' of the common stock may be sold
| assigned or disposed OF by any holder there
Of. without first offering it in writing fol
thirty 500 days to the corporation at a
price not to exceed the book value OF said
stock at the date Of the last inventory. de
Quoting dividends included therein which
have already been paid, and adding interes
on said value at Six (6 per cent? per cen
per annum from said date up to the date o
purchase. Any sale or other disposition
pledge encumbrance of said stock shall b.
made subject to this provision of the charter
Said corporation is hereby authorized to pur
chase said stock out of the profits or earne'
surplus, and to reissue same at not les
than the price for which purchased. and whei
| so issued said stock shall have all the right
terms and conditions Of the stock OF SAT-
! class. If said corporation fails to exercis
: its right to buy in said stock within sai
period, the holder thereof may make sue
! other disposition of the stock as he desires
IA. Should the holder of any of Class "B
} of the common stock die, should such hold
err who is at the time Of the issue to him Q
: any such stock be at such time connecte
| connection for any reason terminate or b
D terminated. the holders of said stock sha
I be required to sell his said common stoc
, TO the corporation at a price not TO excee
4 the book value of said stock at the date {
e the last inventory. deductiug dividends IL
I cluded therein which have already been pal
9 and adding interest on said value at 81
60 per cent? per cent per annum from sal
: date 10 the date of purchase; provided sal
e corporation shall accept and pay for the sal
I stock within thirty 600 days from the tendt
q thereof to the corporation by the estate
$ such deceased stakeholder or by the stool
holder whose connection with the corporatlo
: has terminated, after which said estate an
{ said stakeholder shall be free to make sue
S other disposition of the stock the leg;
e representatives of such estate or as sal
|, stakeholder whose connection with the CO
r poration has terminated, may desire. /
e This corporation shall have the right to d,
L crease its capital stock in the manner al
: thorized by law, and in such event to pa
I off the retired stock from the capital an
surplus of the corporation in accordance wit
5 law and subject to the provisions of tn
J | charter. 10. Fifty per cent $50 per cen
k of the total (Which need not. however. be
/ each class) of the capital stock shall be sui
e scribed before the filing of these articles
!, of ali stock subscribed for must be paid f
before the corporation engages in bushes
: and the remainder within Twelve Q2 montl
e thereafter; but all stock subscribed for M
. be paid either IN caSh or property dCtudl
= received by or labor done for the corpor
4 ton in accordance with law. In payment
all or any portion of said stock, this corp
ration is authorized to acquire and take ov
any existing business, and this corporati
| shall hereafter have the right to acquire al
existing business or property, and TO ass
its stock or any portion thereof for the val
thereof in accordance with law. H.
| capital stock of the corporation may be
creased to Two Million Five Hundred Tho
| hat
ferred stock may be increased to Seven Hu
bred Fifty Thousand (s7s00OoOO Dollars,
of such increase in the preferred to
Million Seven Hundred Fifty Thousand ID
lars ($i,750OO0OO, all of such increase
the common to be Class "B." IS. Sci
rate stock books shall be kept for each
said Glasses of stock, and no transfer
stock shall be binding on this corporate
except when made upon its books by
surrender of the outstanding certificate,
its proper endorsement by the owner or
constituted agent or legali representative.
ARTICLE vi. All the powers of I
corporation shall be vested in and exerci:
by Board of three directors, elected
the stockholders who are entitled to
| voting power at the annual meeting VIII
tober of each year, with the right OF 81
stockholders to increase the number TO
more than seven directors. Each of the
| rectors shall own at least share of Co
| mon stock in his own name. The first
nual meeting shall be held on the first Nj
day of October 1919. until which time
officers and directors named in this char