The herald., 1920-01-29
CHARTER.

entirety and in every particular and de-
tail from cypress and such other kinds oil
lumber and materials as may be neces-
sary, and generally to buy, sell and deal
in lumber and to manufacture and market
lumber products; to buy, sell. deal in
lease ard mortgage real estate, TO re-
claim and improve landed property, and
generally to do and engage in any other
business, undertaking or enterprise con
nected with, growing out of, germane or
incidental to any of the purposes above
set forth. or contemplated by this charter
ARTICLE IV.-The capital stock of this
corporation is fixed at the sum of two
hundred thousand $500 000.00) dollars, di-
yided into one thousand common shares
of the par value of one hundred dollars
each: and one thousand preferred shares
of the par value of one hundred dollars
each; all shares OF stock shall be full
paid for in cash, property or good will,
under such terms and conditions as the
Board of Directors may see fit, and shall
be worcestershire.
The preferred stock shall be preferred
as to earnings up to maximum OF elSh'
81 per cent annual cumulative DIVIDENDS
payable semi-annually, which shalI pe
paid before any dividends are paid on the
common stock. The common stock shali
then be paid n dividend up TO a maximum
of eight (S) per cent.
The intent of the above clause is that
no dividend Is to be paid on the common
stock until and unless. the eight per cent
per annum dividend has been paid each
year on the preferred stock.
ANY further dividends declared are to
be shared equally by the common and
preferred stock Both classes OF STOCK,
with the exception Of the preference In
dividends accorded to the preferred stock
under the provisions OF this article shali
be- on a parity in all things relating TO or
affecting this corporation, shall have the
right to participate in corporate meet
ings and are accorded equal voting value.
The capital stock of this corporation
may be increased to five hundred thousand
dollars, of either common or preferred
stock or partly of both kinds.
ARTICLE v.-All the corporate powers
of this company shall be vested IN, anu
the management and cohtroI oi GO nj.
shall be exercised by BOARD OF III
rectors composed of seven stocKhoiuers
tho membership OF which may be increased
to n number not exceeding eleven ny ,ne
BOARD of Directors at any OF lts reguiar
meetings. A majority of the Board OF
m;ractors shall constitute a quorum Tor
the transaction of its business. Inc III
rectors shall be elected by ballot annually
on the second Tuesday in January, IN eacn
wear Each stakeholder shall be emitted
in person or by proxy 10 Vot ao,,o nDs
shall be held under such rules and regu-
Iatjons as may be determined by the
Board of Directors after hfteen uays
notice by mail sent to each stockhoiuer
Of his last known address. The directors
thus elected shall continue in office for
one wear or until their successors nave
been duly qualified. No failure TO elect
shall be regarded as forfeiture Oh tnis
charter Any vacancy occurring On saiu
Board shall be filled by the remain IN :
directors for the unexpired term. Inc
said Board shall likewise elect such auui-
tional members in case they determine 10
increase the number of the Board. Such
Board of Directors shall at It's nrSt meet
ing after its election, nominate out Oh "s
Secretary and a Treasurer. The oinces Oh
Secretary and Treasurer may be combined
in one person. and the Board of Directors
| is accorded the right, If 1t so chooses &c
elect to the office OF Secretary treasury u,
a person who is neither member OF tnt
Board of Directors, or stockholder III
|. the CORPORATION. Said Board shall nave
the right to appoint and DISMISS sue,
clerks managers, or other employees VI
the corporation as conditions may Jusun
or the business of the corporation ma!
REQUIRE The tenure Of office OF all th'
employees of the corporation shall be dur
ing the pleasure of the Board OF directors
ANY of the directors or officers shall nave
the right to appoint by written lnstru
ment another director as mis- proxy ano
| in his stead at any and all meetings O
| the Board of Directors.
| ARTICLE Vino sale or transfer o
stock in this corporation shall be vail'
until and unless the stockholders OF INT
CORPORATION have been afforded the op
porutnity to purchase said shares OF stoci
at not less than their book value, I'M
| stockholders to be given fifteen days u
determine whether they will avail them
selves of the stock.
ARTICLE VII.-No stakeholder shall
ever be held liable or responsible for thu
contracts, faults, or debts Of said cor
poration, nor shall any mere informally
| in it's organization have the effect OF rem
dering this charter null, or of exposing
stockhoider to any liability beyond tn,
unpaid balance due on the shares owned
| by him.
ARTICLE yIII.-This act of incorpora
| tion may be changed, modined or aItereu
or this corporation may pc uissoisee
with the assent of stockholders ,ownint
two-tb,rds Of all stock of the corpora
| ton. at a general meeting for that pur
nose convened after at least thirty 1ay'
written notice of this meeting having oeei
given by mail addressed to each STOCK
holder at his last known place he OF ,be ie sx
piration Of this charter or otherwise, tnt
stockholders shall elect three hquidator'
| from among their number 10 hquioat'
| and settle the business and affairs OF lh'
company In case o OF the nem Gea.a o,
| Iiouidators, the survivors or remaining
iouidators shall appoint successor tt
him, The said liquidators shall have fui
power to settle said company's debts anc
divide the remaining money and propert.
among the stockholders. They shaiI ais'
have the power to meet and act under tn
bylaws of the corporation and under tn
regulations to be made by the ma1orit,
| of the liQuidators; 10 fix and prescrfp'
| the terms Of sale of said property, ant
| the manner in which the sale snail d.
made, and to take notes and bonds secured
| by mortgage or otherwise for part OF th'
purchase price, for all or part Of said prop
| erty, provided, however, that the right
herein conferred upon the hquidators ma!
be modified, changed or denied by ma
| jority Of the shares of the capital stocl
| Of the corporation. The said nqu1dator
shall have the authority to sue for an'
recover the debts and property in tn
by the same name, and they shall be liabl
in solido to any creditor or stockholde
| for the monies and property Of the cor
poratioR which shall come into their hand
] or possession as hQuidators and for tn
proper application and distribution there
! of.
ARTICLE IX.-Until the election TO o
Md In January. 1921, the following shall
constitute the first Board Of Directors
Oscar A. Coon, Frederick Querens, Horac
| r Cook. John Kleinkemper, THOMAS +
Brown. Gus L. Solomon, George a
Karayne. with Oscar A. Coons, as Presi
dent: Frederick Querens,. as vice-fresl
dent. and George A. karayne, as secretary
Thus done and passed in my office. o.
the dsv. month, and year first above writ
ron. in the presence of A. s. Frank an
Fred III. Herrick, competent witnesses. wh
have signed with the appearers and mt
Notary, after reading of the whole.
| (Original Signed):