The herald., 1919-04-24
CHARTER

orleans,
citation and other legal process shall be
served on the President, inshis absence, on
the Nice-Prcsideut and in the absence OF
both, on the Secretary Treasurer.
ARTICLE lII.-Ihe objects and purposes
for which this corporation is organized and
the nature OF the business 10 be carried on
bv il are hereby declared 70 be: 10 manuiac-
tIre, deal in and sell rubber stamps, stencils
seals, dies, inks and other things and wares
Of similar character, and generally 10 DO
and engage in any other business, under
taking or enterprise connected with, growing
out OF, germane OF incidental to any OF the
objects and purposes herelnabove set i'Fth OF
contemplated by this charter.
ARTICLE IN.-The capital stock OF thi'
rorupration is fixed at the sum OF FIVE lhOu-
sand Dollars, divided into titty shares OF me
par value OF one hundred dollars each' 70
transfer Of stock shall be binding upon the
corporation unless made upon its books, and
all certificates of stock shall be signed Dy
such officers as may be designated by the
Board Of Directors. This corporation shaii
have the right to Increase its capital stock
to the further sum OF Twenty Thousand Dol
lars 30 be divided into shares OF one nun
dred dollars each, provided said increase IN
The capital stock shall have been authorize
bv the stockholders At meeting 10 De ne4t
pursuant to the provisions OF AFuc'e u
ARTICLE V.-Au the corporate powers Of
the company shall be vested IN ana INC
management and control Of its affairs sAaH
be exercised by Board OF Directors cGiM-
posed OF six stockholders, the membership
If which may be increased To number NOT
exceeding four by the Board OF Directors a.
any OF lis regular meetings majority "l
the directors shall constitute = quorum lo'
the transaction Of all business. Inc ulteI-
t1rs shall be elected annually by ballot on
The first day in March in each year Each
stakeholder shall be entitled, IN person OF
nv pr0xy, to a vote Tor every snare o" lcu
Ly him. and all elections shall be held under
Ia 4
termiued by the Board Of Directors, attef
fIf.rcn DAYS notice by mail Of such election
shall have been sent 10 each stocNholuei d.
his last known address. The directors tAu9
or until their successors. have been dn'y
elected and qualified. No failure to eleS'
Shall be REGARDED as a forfeiture OF IN ;
charter Any vacancy occurring on SdLu
board shall be filled by the remaining IN, s Oh
rcctars for the unexpired term; the Salq
board shall likewise elect the addiuo"al
members in case they should determine 10
increase the number Of SAID oodtu. o4.u
board shall. at its first meeting atter us
election nominate out OF its NUMBER, d
President, Vice President. a Secretary ana
:, treasurer. Said Board OF Directors
shall have the right to appoint ana d's"lis -
such clerks, managers ana olhef en-
nIovres of the corporation as conditions may
instifv or the business OF the corporation
may require. The tenure OF Office OF an
the EMPLOYEES of the corporation shali DC
during the pleasure OF the Board OF DlreGI
tors ANY OF the directors or otfiSeEs sian
have the right to appoint by Mtti,Ir - art
ment, another director or stockhoider 10 d. i
as MS proxy and in his stead at any anu
ali Meetings OF the Board OF Directors
ARTICLE Vino sale or other transfer
Of shares Of stock in this corPorauon snai.
he valid until and unless the opportunity
has been first afforded the shareholders OF
record at the date Of such transfer, sale or
other alienation, to purchase such stock al
book value, plus ten per cent tne EdIue 70
he ascertained in the manner herein SUP
scribed The right to acquire SAID STOCK
hereby first vested in the other stockholders
If record shall follow the stock Elto any
hands TO which il may pass and may DC eN.
a~rised against the holders thereof WITHIN
f;ften- avs from the time any sale or
transfer thereof has been offered to be en-
tered on the books of the corporation. II
shall be the duty Of any holder Of StocN i"
This corpOratiOn who intends or desire u sen.
transfer, ALLEVIATE or otheF"ise u.s PP.;". ~
the same. to give fifteen days nouce OF
such intention or desire 10 the BOARD oA
Directors of the corporation, VINO are neIc
bv constituted agents OF the oIher sIo~N
holders for the purpose OF such hoIlCe, anu
said hoard OF directors shall give immediate
information thereof, in writing, to an inc
other Stockholders Of record. Before the ex-
piration of the fifteen days from the receipt
of said notice by the board OF directors any
shareholder OF record may offer TO purchase,
and NAV acquire the right to purchase SAID
stnrk by notifying the board OF directors IN
writing ard thereafter shall deposit the prlce
of said stock in cash with the corporation
an or before fifteen days from the date last
mentioned Upon receipt OF the first men,
toned notice, the board OF Directors snail
advise the person owning SAID stock; ms
agent or representative, TO JON sald oodi
in fixing the value of SAID stock, wnlCn EdIue
Shall be established on the basis OF the last
annual or semi-annual statement or report
of the corporation and the last monthly trlal
balance preceding the date OF such notce;
and to the value thus found and established
there shall be added ten per cent ana tlIe
sum thus found and established shall CON
stitute the value and price Of said stock.
If within twenty-four hours after such no
tice, the owner, his agent or representatives
does not join with the board IN establisht
ing the price or value OF the stock the
board NAV proceed without further delay to
fix the said value, using the report and
trial balance aforesaid for that purpose
which writings are declared TO be conclusive
evidence for and against all parties IN IN
terest in the premises, whether the value is
establ shed by the joint act OF the owner
his agent, widow, heirs or representative
or by the board OF directors acting IN default
of the cooperation of said person or persons
Upon receipt of the offer or acceptance OF
any shareholder to purchase said stock and
upon obtaining guarantee satisfactory to said
board for the price thereof, the board OF di'
rectOrs shall thereupon give notice thereof 70
the owner OF the STOCK, MS agent VI iCPlCSS ~
tatve, and before the expiration OF the period
of fifteen days aforesaid, shall call IN the
certificate or certificates representing such
stock and pay the price or value thereof and
cause the same to be transferred on the
books TO the purchaser. The preference op.
ton and right to purchase heretofore vested
by paragraph first in the other shareholders
shall exist in full force and effect In their
favor oacquire the shares of stock OF the
deceased stakeholder, and the formalities
and course of procedure, the terms, condi'
tons, stipulations and delays hereinaboye
established in said paragraph shall apply IN
all respects to the procedure to be allowed
in case of death Immediately upon receipt
of information Of the death of any share
holder, it shall be the duty of the board OF
directors to cause the necessary steps to be
taken to carry out and enforce these pro-
visions.
The preference, option and right of
purchase hereinabove established shall run
in favor of each shareholder of record for
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
to purchase the same shall include and 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 debts of said corporation.
nor shall any mere informality in its organi-
cation have the effect of rendering this char