The herald., 1919-08-07
CHARTERS.
ShopId anv s,ockbolde, o,.do,

Should any stakeholder pledge any of his
stock he shall Immediately notify the remaining
stockholders of the corporation in writing,
through a letter addressed to the President
of the Board of Directors, as in the aforesaid
case of proposed sale of stock, of the fact
of such pledge, together with the name and
address of the PLEDGE, and shall accompany
such notification with copy of the act or
instrument, of pledge; and before, or upon,
the default of the pledger to meet the obli-
CATION for which his stock stands pledged,
the stockholders of the corporation shall be
entitled to take up such pledger's obligation,
and they shall be thereby specially subro-
gated to the rights of the original pledges
or any subsequent pledges in all particulars.
Where the stockholders of the corporation
are accorded either the right of purchasing
a shareholders stock or of taking up his
pledge obligation, as hereinabove set forth,
such right shall devolve upon the said stock
holders, first in the proportion OF their indi-
vidual holdings of stock, and then ratably
among the remaining stockholders, should
any particular stakeholder not elect to ex-
ercise his right, and on, until the right
shall remain in one stakeholder, if all other
stockholders should decide not to exercise the
right.
The corporation shall make no transfer of
stock where the provisions of the foregoing
paragraphs have not been fully complied
with, and the corporation shall also be EMIT
led to demand, and shall so demand, of
both the seller and the purchaser of stock
in all cases, before making a transfer OF
such stock upon the books of the corporation,
an affidavit to the amount truly paid
for the stock and facts showing the entire
bona fides of the transaction.
The shares of stock of this corporation shall
be transferable only upon the books of the
corporation, and transfer of any stock
shall be binding, or have any effect, upon
the corporation, unless, and until, made upon
its books; and prior lien on all shares of
stock shall be retained by this corporation
on the stock of any shareholder for any in
debtedness, secured or unsecured, however,
evidenced or created, due at any time to the
corporation by the holder of stock, and no
transfer of stock shall be made in contra
vention of these conditions
ARTICLE N.-The corporate powers of this
corporation shall be vested in, and exerc sed
by, a Board Of Directors, consisting Of four
stockholders, and three members of the Board
shall constitute a quorum for the transaction
of business. The first Board of Directors
shall be composed of Alfred Henry Clement.
Arthur Methe, James Robert Goodson, and
George Mather Conrad, whose post-office ad-
dresses are those set opposite their respec-
tive names in their subscriptions to the CAPT
tai stock of this corporation; Alfred Henry
Clement shall be President of the corpora
ton; rthur Methe, the Vice-President, and
G. NJ. Conrad and T. R. GOodson, the Secre-
tary and Treasurer, respectively, all of whom
shall serve until the first annual election of
officers, hereinafter set forth, or until
their successors are elected and qualified.
The first annual meeting for the election
of officers of the corporation, who shall be
a president, vice-president, and secretary
and treasurer, which last office may be COM
bined in one person, shall be held on the
first Tuesday in July, 1920, and on the first
Tuesday in July, of each year thereafter,
unless such day should be holiday, or half
holiday, when the meeting shall be held on
the next succeeding day, not holiday or
half holiday. All such elections shall be by
ballot, and held under the supervision of
two commissioners, to be appointed by the
Board of Directors. For. all elections of
Directors by the stockholders, at least fif-
teen days notice shall be given to each
stakeholder by written notice served person
ally on the stakeholder or mailed to him at
his last known place of residence, as shown
by the books of the corporation. Each stock
holder, of record as such on the books of
the corporation, shall be entitled to cast one
vote for each share of stock held by him in
all cases in which stockholders may vote,
and such vote may be cast in person or by
proxy in writing, which shall be filed with
the Secretary.
Immediately upon their election, the Board
of Directors shall elect from their number
the officers of the corporation. A failure,
however, to hold an election of any char
acter, called for by this charter, shall not
invalidate this charter or affect the exist
ence or the corporation, but the persons in
office shall so remain until an election is
held and successors in office qualified.
The Board of Directors shall have authority
at any time to appoint an Assistant Secre-
tary, who shall be clotheds with such func-
tons as are usually incident to such office,
or the Board of Directors may specifically
define the duties Of such office. Such as
sistant secretary shall not, however, be a
member of the Board of Directors, and need
not be a stakeholder of the corporation.
All vacancies occurring on the Board OF
Directors between elections shall be filled
by the remaining Directors for the unexpired
term of said Board; and any Director shall
be entitled to appoint by written proxy, to
be filed with the Secretary, another Director
or stakeholder to act for him as Director,
when such Director can not himself, act
All employees of the corporation shall hold
their positions subject to the pleasure of the
Board of Directors. The Board of Directors
shall be entitled to draft bylaws. rules, and
regulations for the corporation and the trans
fer of stock, not inconsistent with the pro-
visions of this charter or any provisions oil
law, provided the stockholders may them
selves amend. modify, or change any by
laws regulating the stockholders meetings.
Any Director may at any time be removed
by a majority vote of the stock present, or
represented, at a meeting of stockholders be-
fore which such meeting the question of re-
moval can be legally presented, and re-
moval from the office of Director shall, al
the same time, terminate the tenure of any
other office held by such Director, together
with any emoluments thereof. Upon such