The herald., 1920-01-29
CHARTER.
and a majority of the votes cast shall

and a majority Of the votes cast shall
elect.
Any vacancy occurring among the di-
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 Office 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, a President and
one or more Vice Presidents. They shall
also elect a Secretary and a Treasurer,
or one person to act as both Secretary and
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 Qncluding one or more Vice PreS-
dents not members of the board Of di.
rectors), and agents as 1t may deem neces.
sary for the purposes and bushes of said
corporation. The said board shall have
power and authority to fix and define the
duties Of every officer and employee and
all officers and employees shall hold Office
and employment at 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 a
proxy to act in his place and stead.
Said Board may make and establish, as
well 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 and
affairs of said corporation. The Board
of Directors shall have full power and
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
sary for the proper carrying on Of the
business and affairs of said corporation :,
and, In its discretion, to create and select
an Executive Committee 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
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-
ton may be modified, changed, altered or
amended, or this corporation may be dis
solved with the assent Of two-thirds OF
the outstanding stock Of this corporation
given and obtained at general meeting
of stockholders convened for such pur-
poses, or any Of them, after notice of such
meeting shall have been given to each
stakeholder 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.
Any changes proposed or made in refer
ence to the capital stock of this copora-
ton shall be so made in accordance with
the laws In force on the subject of in
creasing or decreasing the capital stock
Of the corporation Of the character hereby
created.
ARTICLE vII.-whenever this corpora
ton may be dissolved, either by limitation
be liquidated by four a. commissioners.
two of whom shall be selected from
among the holders of the preferred stock,
by a majority Of the preferred stock, and
two Of whom shall be selected from
among the holders of the common stock,
by majority of the common stock. pres
ent or represented at a general meeting
convened for the purpose as above pro-
vided and after due notice; the said COM
missioners shall remain in Office until the
affairs of said corporation shall have been
| fully liquidated. In case of the death or
resignation Of any one or more of said
commissioners, the vacancy or vacancies
shall be filed by the survivor of the same
| class. In the event Of any disagreement
among said commissioners. the action OF
| the majority shall control and prevail
| Said commissioners shall have all powers