The herald., 1920-03-04
CHARTER.

Directors shall detcTWlue, subject 10 L.
gaI requirements All stock shall b,
HI bald and worcestershire and n,
transfer OF stock shall be binding upon
IA" Company unless recorded on th'
| Company books Each share OF stocI
. shall rutitlo the owner thereof TO casl
. one vote. either ia person or by proxy
. at all stockholders meetings. The par
. ties hereto declare that they have sub
/ ,rribed for IA" number Of shares of the
capital stock of this corporation set op'
+ rO~Ito their respective names, 50 that this
Act of Incorporation shall serve as an
/ original subscription.
I Article The business and affairs
! of this corporation shall be- managed and
conducted by "a Board Of seven directors,
| who shall all be stockholders. \ majority
Of the directors of this corporation pre-
sent al any meeting in person OF by
PROXY shall constitute quorum, ana y
majority vote Of those present in person
or by proxy shall decide all questions
voted upon. Said directors shall b." elect
I'D annually from among the stOckh I'D
rr~ on the second Monday Of January
Of cache year. unless the same shall be 4
legal holiday. when the election shall be
held on the next legal day thereafter,
beginning on the second Monday in Jan
uary. 1921 and after fifteen DAYS prior
written notice having been MALE to each
StOckhOldcr of record to his last known
address. The voting shall be by ballot
ana each stakeholder shall be entitled to
which has been standing in his name upon
the books of the corporation for at least
ten days prior TO the date of the cleo
ton. \ majority Of the stock voted at
after the election of said Board of hi
rectOrS and the adjournment of the
stockholders meeting, the newly elected
Board of Directors shall elect from
among their number the officers of this
corporation. who shall be a president.
vice president and secretary and treas
urcr. The offices of secretary and treas
urcr may be held by the same person
The failure TO elect directors or Offlc-
erS as herein provided for shall not re-
suit in the dissolution of the corpora
ton. but the then Board of Directors and
Officers shall hold their respective Offic-
IS until their successors are duly elect
ed and qualified.
Special meetings of the shareholders
may be held when ordered by the Board
of Directors and must be held upon the
request of not less than twenty five per
cent of the outstanding stock, after fif-
teen days written notice to each stock
holder stating the objects and purposes
Of said meeting. Any vacancy occurring
on any Board of Directors shall be filled
by the remaining members OF said Board
for the uneNpired term, at a meeting call
ed for that purpose after ten days prior
written notice, a director or directors
so elected to hold Office until the next
annual stockholders meeting. but should
il be impossible for any cause for any
vacancy or vacancies in the Board of Di-
rectOrs to be filled by the directors, such
vacancy or vacancies may be filled by
the stockholders at any meeting called
for that purpose by the president. Any
and all directors meetings the notices
for which are not herein specifically pro-
vided for. may be called by any officer
of this corporation upon ten days notice
by mail Any director shall have the
right TO authorize and appoint any share
l. n Ill
directors meetings, and such proxy shall
have and exercise all of the powers of
such director appointing him.
Whenever it is provided in this Act tina,
either directors or stockholders meet
ings may be held after certain prescribe
ed notices to the directors or stockholders
it is understood and agreed that any and
all directors or stockholders meetings
may be held without notice whenever
lawful, provided all directors or stOcN.
holders, as the case may be, waive notice |
in writing or are present in person or
by proxy at such meeting or meetings. |
The Board of Directors shall have full |
control of the property of this corpora |
ton and shall conduct, manage and use |
the same as in their discretion they deem /
best and that is consistent with the OBJ
jects of the Company and its welfare
and they shall have power to make, alter |
and annul such bylaws, rules and regu-
lations az they may think proper. They
Nnall nave lHe tight anu power
to fix their salaries and terms of office,
and the right to dismiss them at said |
Boards pleasure, and the Board shall
have the further right to determine and fin
the salaries, If any, of the several off
GERS herein provided for.
ARTICLE 6.-The first Board of d.
rectOrs and officers who shall serve until
the annual meeting to be held on the
second Monday in January, 1921, or un-
til their successors are duly elected and
...lsf III al h.. NaNg
7437 COhn Street. Who shall be Presi
dent; James 4. Steiner, $3.50 Prytanla
Street, Who shall be Vice President;
William ii. Bartels, 1904 Camp Street,
Job Nienaber, 1926 Plum Street; James
I. BOulet. 2721 Canal Street: Frank b.
Finney, S01S Cohn Street; +. ]. Hum,
Drecht, 1927 LeOnldas Street.
ARTICLE This Charter may be al
erred or amended and this corporation
Of all outstanding stock at a meeting of
he shareholders duly convened for that
purpose by the Board of Directors or
Dy the President, upon the written re-
quest of not less than twenty-five per
'ent of the outstanding stock after fif-
zen days notice mailed to each stock
holders last known address.
But the capital stock OF this corporation
shall not he decreased by such amend
nent to an amount less than the cor
'OTdte lHurDleuHeSS, anu no amendment |
hall be made changing the objects ana
purposes of this corporation without a
'Ote of all outstanding stock, and the
,apital stock shall not be increased be-
'ond the amount originally named as the
'um to which the capital may be increaS-
d, except by vote of three fOurths of
Ill outstanding stock.
Whenever in the Judgment of the
Board of Directors, il shall be deemed
advisable that this corporation shall BE-
dissolved, the Board shall within ten
lays after the adoption of a resolution
o that effect by a majority of the whole
Board at any meeting called for that
purpose, Of which meeting each director
hall have received at least three days
lotice, cause notice OF the adoption OF
uch resolution TO be mailed to- each
together with notice of
he meeting of the stockholders to be
ct upon the resolution so adopted by
he Board. The stockholders meeting
hall be held at any hour fixed by the '
'Oard on the day mentioned. between
he hours of ten A. NJ. and three p. NJ,
or the purpose of voting upon such pro-
Osed dissolution. Whenever all OF the
shall consent in writing to I
dissolution no meeting or notice there
shall be necessary.
ARTICLE S-Whenever this corpora (
on is dissolved 10y limitation or other 6
Use, its affairs shall I've liquidated under I
he supervision of three liquidatorS elect 3
by the stockholders and chosen from :
mong the stockholders, which liuuidar- i
rs shall be elected at a meeting of the |
larehOlders convened for that purpose. 9
nder the terms and conditions of Ar I
Gle T., Of this Charter.
ARTICLE 9.-No stakeholder Of this :