The herald., 1920-02-12
CHARTER.
a majority of the votes cast shall

and a majority of the votes cast shall
elect.
Any vacancy occurring among the d.
rectors OF said corporation by death, resig-
nation or otherwise shall be filed BY cleo
ton for the unexpired term by the re-
naming directors.
Failure to elect directors on the day
above specified shall not dissolve the cor
poration nor impair its corporate exist
ence and management but the directors
then in office shall remain In ONCE until
their successors are elected and qualified.
The Board of Directors at its first meet
ing shall elect from its own number a
Chairman of the Board, President and
one or more Vice Presidents. They shall
also elect Secretary and a treasurer;
Treasurer. either of whom may or may NOT
be a member Of said Board.
The Board of Directors may from time
to time name and appoint all such other
officers Including one or more vice PreM-
dents not members Of the board or al.
rectors), and agents as It may deem neces-
ssry for the purposes and bushes OF said
corporation. The said board shall have
power and authority to fix and define the
ali ofiicers and employees shall hold ONCE
and employment. ut the pleasure OF the
board.
At all meetings of said Board of Di-
rectors, each director shall have the right
to appoint from amongst the directors
proxy to act in his place and stead.
Said Board may make and establish, as
we'll as alter and amend, any and all such
bylaws, rules and regulations necessary
and proper in its judgment for the con.
duct and management OF the business ana
affairs Of said ecrporation; Inc board
authority to borrow money. to execute
mortgages and to create liens; to issue
bonds, notes and other obligations and to
secure same by mortgage, pledge or other,
wise; and generally to do any and all
things reasonable, convenient ana neces-
sary for the proper carrying on OF the
business and affairs Of said corporation |.
and, in its discretion. to create and select
an Executive COMMITTEES to be composed
| of five (5) Of its members. to which Com.
mittee the Board Of Directors may grant
all or any Of its powers to be exercised
during the interim between meetings OF
/ the board itself.
Said Board may issue full paid shares
Of stock for cash or In payment OF LABOR
done and performed for said corporation,
l or property actually received by SAID cor
poration upon complying with the formal
tiles required by law.
The Board of Directors shall not have
the power to sell all or practically all OF
the assets Of the corporation as an en-
tirety.
ARTICLE vI-This act Of incorpora-
tion may be modified, changed, altered OF
4 amended. OF tniS COEpOTdtiou may oC Wis
solved with the assent Of two-thirds OF
/ the outstanding stock Of this corporation
given and obtained at a general meeting
Of stockholders convened for such pur-
poses, or any of them. after notice OF such
meeting shall have been given to each
stockholder by registered mail. addressed
to him at his last known place OF resi-
dence and deposited In the mails Of the
United States at least fifteen (15) days
prior to the date of said meeting. unless
other notice be prescribed by law, In
which event, notice shall be given In con-
formity to law.
i Any changes proposed or made In refer
euce to the capital stock Of this eopora-
ttiou shall be SO made In accordance with
the laws In force on the subject Of in.
/ creasine or decreasing the capital stoci
Of the corporation Of the character hereby
created.
ARTICLE vIl.-Whenever this corpora
ltion may be dissolved, either by lmitatio.
be liquidated by four 90 commissioners
two Of whom shall be selected from
among the holders Of the preferred stock
iby q majority Of the preferred stock. AM
two Of whom shall be selected from
among the holders of the common stoch
Z / ent or represented at q general meeun
{ convened for the purpose a. above pro
| vided and after due notice; the said com
4 | missiouers shall remain in once until IN
4 affairs Of said corporation shall have bee
; fully liquidated- In case Of the death {
tresignafion Of any one or more o. 81
: ( shaIl be nlled by the survivor Of the san
q class In the event of any dssagreemeI
4 among said commissioners, the action
4 TIE majority shall control and preva
: said commissioners shall have al pows