The herald., 1920-02-19
CHARTER.

services actually rendered the eorporatioh;
or the same may be issued Iuh psu
for money advanced or LOT suen 1ba
valuable consideration or services as 1 rhe
Roard of Directors may determine. Ine
cornoration shall begin 10 DO ouslne
when fifty per cent of the capltai STUN
has been subscribed Tor anu n IND and
emf of this subscribed capital paiu, auu u
Tho remainder of the capital STOCK shaii
he issued at such times ana upon sucH
terms and conditions as the DoaIu
directors shall determine supJect ~ n.
gol requirements. All stock shaii ue
enIl maid and worcestershire ana no
transfer of stock shall be blndlhg upon
the Company unless recorded Oh e t
Companys books. Each smart U. o"st
hall entitle the owner thereon 10 chst
one vote, either in person or DS proA!'
or all stockholders meetings. Inc par
ties hereto declare that they nave
scribed for the number oil shares u ono
canitaI stock of this corporation SET ~
nosite their respective names, SO that this
tct Of INCORPORATION shall serve as an
original subscription.
Article 5.-The business ana aiialrs
NJ This CORPORATION shall be managed anu
conducted by a Board of seven directors,
VINO shall ali be stockholders. y majority
81 tho directors of this corporation pre-
sent at any meeting IN person OF u!
nrOxy shall constitute quorum, anu a
majority vote OF those pTesenII IL ap"tions
or by proxy shall decide all questions
voted mon Said directors shall De elect
ed annually from among the SUI M
ers on the second Monday OF Jahuar!
of each year, unless the same sha All no
legal holiday when the election shall De
held on the next legal day thereafter
beginning on the second Aionday IN jan
nary 1921 and after ffteen Gays piioI
written notice having been mailed 10 eacn
stakeholder of record to his last known
address The voting shall be by Dailot
and each stakeholder shall be entitled 70
east one vote for each share held .! MN,
which has been standing In MS name upon ni
the books of the corporation LOT at lvae'
| ron DAYS prior to the date or the elec-
| tion. A majority of the stock voted AT
| such election shall elect. lmmediaTts
after the election Of said Board OF he
1 ractors and the adjournment or the
| stockholders meeting, the newly eiecteu
| BOARD of Directors shall elect from
among their number the officers OF TINS
| corporation. who shall he president,
| vice president and a secretary ana treas-
urer. The offices of secretary and treas
nrer NAV be held by the same person
The failure to elect directors or ofnc-
ers as herein provided for shali NOT re-
suit in the dissolution of the corpora,
,ion but the then Board of Directors ana
| officers shall hold their respective oillc
| es until their successors are duly eiect-
ed and qualified.
special meetings of the shareholders
may be held when ordered by the boaru
| of Directors and must be held upon the
| reouest of not less than twenty-five per
cent of the outstanding stock, after III
teen DAYS written notice TO each stock-
holder stating the objects ana purPoses
of said meeting. Any vacancy occurlhs
on any Board of Directors SHAH De illleu
by the remaining members OF said Boar1
for the unexpired term, at meeting call
ed for that purpose after ten Gays ptno.
written notice, a director or directors
so elected to hold Office until the mex,
annual. stockholders meeting. but shouio
ii be Impossible for any cause Tor any An;
vacancy or vacancies In the board oi ~,
rectors to be filled by the directors, sucI
| vacancy or vacancies may be filled %!
the stockholders at any meeting cailee
for that purpose by the president. An.
and all directors, meetings the notiee'
for which are not herein speclflcahy pro
| yided for. may be called by any office
| of this corporation upon ten days notc'
by mail Any director shall have TN
right to authorize and appoint any snare
holder to vote for him at any ana a,
j directors meetings, and such proxy shal
have and exercise all Of the powers o
such director appointing him.
Whenever 1t is provided in this Act tina
either directors or stockholders meet
ings may be held after certain preserio
ed notices to the directors or STOCKHOLDERS
II is understood and agreed that any AM
all directors or stockholders meeting
may be held without notice wheneve
lawful provided all directors or stock
holders. as the case may be, waive motto
i'm writing or are present in person
by proxy at such meeting or meetings
The Board Of Directors shall have ful
control of the property OF this corpora
dion and shall conduct, manage ana us
. the same as in their discretion they deer
| best and that Is consistent with the Oh
| iects of the Company and its welfar'
and they shall have power to MAKE alte
l and annul such bylaws, rules ana regu
! lations as they may think proper. Inc
| ! shall have the further fright and powt
} to fix their salaries and terms OF offic
. and the right to dismiss them at SAL
Boards pleasure, and the Board sha
!, have the further right to determine ana y
. the salaries IL any, of the several off
: GERS herein provided Tor.
ARTICLE 6.-The first Board Of ID
q rectors and officers who shall serve UNI
4 the annual meeting to be held on u
second Monday in January, lsZ ;a,,s Q. a ~
iii their successors are duly elected an
a437 Coin Street, Who shall be Pres
= dent; James A; Steiner. $3.50 Prytan
S MI;sm Who H. B sas G sso4 Camp
c. who shall be Secretary Treasurer .
cob Nienaber, s426 Plum Street; jam
4 t. Boulet, 2721 Canal Street: Frank
+ Finney, so1s Coin Street; +. ). hun
brecht, 1927 Leonidas Street.
pa ARTICLE This Charter may be a
~ tered or amended and this corporate
~ may be dissolved by a vote of two-thir'
es ! Of all outstanding stock at meeting
. the shareholders duly converter ior III
purpose by the Board of Directors
by the President, upon the written r
r, quest of not. less than twenty-five p
IN cent Of the outstanding stock after II
OF teen days notice mailed to each stoc
holders last known address.
r But the capital stock of this corporate
al shall not be decreased by such amen
n. ment to an amount less than the co
a porate Indebtedness, and no amendme
IL shall be made changing the objects al
h. purposes of this corporation without
no vote of all outstanding stock, and q
ey capital stock shall not be increased b
by yond the amount originally named as &
nd sum to which the capital may be increa
~, ed, except by a vote Of three fourths
or all outstanding stock.
IN Whenever In the Judgment Of &
dy Board Of Directors, It shall be deem,
IT. advisable that this corporation shall
les dissolved, the Board shall within Z
days after the adoption of resoluti'
"a to that Effect by a majority of the who
:" Board at any meeting called for tn
in purpose, of which meeting each direct
Ir- shall have received at least three da
all notice, cause notice Of the adoption
or such resolution to be mailed to ca
he | stakeholder, together with a notice
II the meeting Of the stockholders to
nd held Mt the office of the corporation
tie act upon the resolution so adopted
at the Board. The stockholders meetil
IT. shall be held at any hour fixed by {
Its Board on the day mentioned. betwe
nv the hours of ten A. NJ. and three p.
n for the purpose of voting upon such pr
~ posed dissolution. Whenever all OF
=