The herald., 1919-05-01
CHARTER


both, on the Secretary Treasurer.
ARTICLE HI-The objects and purposes
for which this corporation IS ORGANIZED dhu
the nature OF the business 70 be carried on
bv it are hereby declared to be: to manutac-
t,ire. deal in and sell rubber stamps. stencils
seals dies, inks and other things ana wares
Of similar character, and generaily 70 10
and engage in any other business, uhue'-
taking or enterprise connecte1 WIN CIV, ,bs
out OF, germane or incidental to any OF the
objects and purposes herenabove set forth OF
contemplated by this charter. IT,
ARTICLE IV.-The capital stock OF TINS
corporation is fixed at the sum Oh rISe - ~
sand Dollars, divided into fifty shares OF me
mar value of one hundred dollars each. 40
transfer Of stock shall be binding upon the
corporation unless made upon ITS books aho
all certificates OF stock Shall De sigIeu ~
such officers as may be designated by Inc
Board Of Directors. This corporation shdil
have the right TO increase ITS capltdl sToSN
10 the further sum OF Twenty lnousauu Doi'
lars, TO be divided into shares Oh one n";i
dred dollars each. provided SAID increase IN
tLe capital stock shall have been authorizeG
by the stockholders at a meeting 10 De ieIf
pursuant to the provisions OF ArIi0'e VI
this charter. . ,ar. ri
,he company shall be vested IN, ana INC
management and control OF ITS affairs ShaIl
be exercised by a Board OF directors ~ i;
posed of six stockholders, the men!DefNniP
- u,birh NAV be increased to number hot
ercecdiug four by the Board OF Directors a.
anv OF lis regular meetings. A majority oL
The directors shall constitute qrpI "'ii ~
The transaction Of all business. me uHeH,
Tors shall be elected annually by ballot, on
IL firSt dav in March in each year Each
stocLbolder shall be entitled, IN person oI
nv proxy, to a vote tor every sndle y" -
~ him and all elections shall be heId ulIe'
such rules and regulations as may ,f,er
ieruined by the Board OF Directors altel
fifteen DAYS notice by mail OF suGn elect'o.
sban have been sent to each Stockholdef al
his last known address. The directors mus
elected shall continue IN otfice loi ome ILL.,
eiected and qualified. No failure TO eie:t
sLau be regarded as a forfeiture OIL tHiS
charter. Any vacancy occurring on a.
board shall be filled by, the remaining o ~,
rcctors for the unexpired term; the SaiI
hoard shall likewise elect the aduilio" "a a.
members in case they should determine 10
increase the number OF saiu ood'u, 80
hard shall. at its first meeting are us
| President. a Vice President, a Secretary anu
Trassnrer said Board OF Directors
| Shall have the right 10 appoint ana dismiss
| such clerks. managers and otheI IN,
ployees Of the corporation as GoIu.Irrnp,I
| iustifv or the business OF the corPot a'lo Ii
| - reouire The tenure OF oftice OF 81
! tbe EMPLOYEES 'of the corporation shdIt "
| during the pleasure OF the Board Oh DtIteSiI
tors Any OF the directors or oiItse ;rstrI,.
| Laya the right to appoint, by written lhSuu.
| ,neut. another director or stocknolder u az
"S ~ nroxy and in his stead at any anu
| ali meetings Of the Board OF Directors.
ARTICLE Vino sale or other tTan n5aII
| : iL,-ss al stock in this corporation sAdil
| he yalid until and unless the opPot tuAlt :
has been first afforded the shareholders Vi
| record at the date OF such transfer saie " y.
| other alienation, to purchase suCh Sun -
| IooL value, plus ten per cent, the value -
| po'N .,a-ta;ned in the manner herein SUD
! scrihed. The right to acquire saiu So 49,
hereby first vested in the other stockholdeis
If record shall follow the stock INTO any
hands to which It may pass anu .ti no w;tbin
| fif+se1 d3vs from the time any SAFE OF
| transfer thereof has been offered to De en-.
| tered on the books OF the corpora - -
| shall be the duty of any holder OF stoNN - -
| this corporation who lnten l .: d;s,osa of
| transfer, ALLEVIATE or otherwise uisPGsS -
yLa same to give fifteen days nollCT u
such intention or desire to the boa'I VI
Directors of the corporation, VINO arc &c,
hy constituted agents OF me ~ "a
bnIders for the purpose OF Such hoIlte' -
ia hoard OF directors shall give lh'tG
information thereof, IN writing 70 an ~
other stockholders OF record. before INC eN
piration Of the fifteen days rom lle 49,
II said notice by the board OF directors any
Shareholder of record may offer TO purchase
and NAV acquire the right to purchase Saiu
stock by notifying the board OF directors III
writing and thereafter shall deposit tle -. -
| # said stock in cash with the corporation
an or before fifteen days from the GATE lAo'
| mentioned Upon receipt OF the ilFst men !,
! toned notice, the board OF directors Si Ia:
advise the person owning said stpSAi III
| ,gent mr. representative, to JOIN sara OoaI u
| n flying the value OF said stock, whlch Valae
! shall be established the basis OF the last
annual or semI-annual statement OF lePCCI
| If the corporation and the last monthly tTlai
| halance preceding the date OF such notice,
| and 10 the value thus found and estaDli sned
| there shall be added ten per cent, ana inc
sum thus found and established shall con
| stitute the value and price OF sald stock'
| II within twenty-four hours after such no
| ,;re the owner, his agent or representative,
| does not ioin with the board III establish
| ing the price or value OF the stock, the
| board NAV proceed without further delay q
fix the said value, using the report anu
| which writings are declared to be conclusive
evidence for and against all parties IN IN
terest in the premises, whether the Value Is
established by the JOINT act Oh the ownei
his agent widow, heirs or representative
or by the board OF directors acting IN defaul'
of the cooperation of said person or persons
Upon receipt of the offer or acceptance OF
any shareholder to purchase SAID STOCK auC
upon obtaining guarantee satisfactory TO saiC
hoard for the price thereof, the board OF di
: rectOrs shall thereupon give notice thereof tC
the owner of the stock, his agent or represen
tative and before the expiration OF the perloC
|, of fifteen days aforesaid, shall call IN tnt
certificate or certificates representing sucf
stock ard pay TIE price or value tnereol am
, cause the same to be transferred on thu
books to the purchaser. The preference op
, ton and night to purchase heretofore vesteC
: by paragraph first in the other Shareholder
shall exist in full force and effect IN then
favor oaoquire the shares of stock OF tn'
: deceased stockholder, and the tormalitie
and course of procedure, the terms, e1nul
lions, stipulations and delays hereinaDov'
established in said paragraph shall apply IL
all respects to the procedure to be allowed
in case of death Immediately upon receip
Of information of the death of any share
holder, it shall be the duty Of the board o
directors to cause the necessary steps TO Dc
taken to carry out and enforce these pro
visions.
The preference, option and right Of
purchase hereinabove established shall rur
in favor of each shareholder of record toi
his virile share in proportion to his existing
| holdings in the stock but should any share
| holder fail to exercise his right in this re,
! gard. his right shall pass TO and be absorbed
by the other shareholders, provided that the
| owner his widow, heirs or legal representa-
tives as the case may be, shall not be
| Obliged to deliver said stock unless the offers
10 purchase the same shall include aud cover
the entirety of the offerings under para
| graph first or all of the offerings under para
| graph second. All certificates of stock
| shall bear upon their face brief reference
to the rights herein established in favor OF
the stockholders.
ARTICLE VII-No stakeholder shall ever
| he held liable or responsible for the con
tracts, faults or debts of said corporation
nor shall any mere informality in its organi
cation have the effect of rendering this char
| ter null, or Of exposing stakeholder tC
any liability beyond the unpaid balance due
on the shares owned by him.
ARTICLE VIII.-This act of incorporation