Evening journal., 1920-08-02
NOTICES

NOTICES.
months after written notice fhoreof ~
the corporation by or In behalf OF any
holder OF the Prior Stock then ana II,
every os such event the registered holders
i9or the purpose only Of electine one1
third OF the directors OF the corporation,
winch right shan be exerciaed In the
manner Following to wit.
a special meeting OF the atoekholdera
or the corporation including the rcria-
trred holders OF Prior Stock shall forth
WIN De called In the manner author
az 'u s,oot. LOT ene calling Of special meeting
lowing the holders Of Prior Stock TO
exercise their right OF electlnc directors
Ms as aiorcsald. In case the oficers OF the
Dpep,91nauo9 mol,1r,.9 shall not call such special
meeting or the stockholders, said meet
n. ~ may ne called by the registered hold
ere or nve per cent q per cent? In
mount OF the Prior Stock then out
standing. At the date OF such meeting
or any adjournment thereof when fhe
ntme shall actually be convened with
quorum present, the offices OF ali the
uu.Iye'1lH OF the corporation who shall
then be In office shall thereupon becofaa
Nlcant aud the election OF a nes ,buard
or directors shall be held az such meet
ing. Al such election and at any sub
s,eHum,nt election or directors, the holders
or irpr stock shall be entitled to nom
mate aud elect one-third of the directors
OF the corporation by their exclusive
Notes, and the holders Of the Common
I Stock shall be entitled 10 nominate ana
elect the other two-thlrds Of fhe dircr-
/ tors. The directors elected by holders
/ Of the Prior Stock shall however. con-
tlngle slll. In office only SO long as the de-
election shall continue and Thereafter
/ the Offices Of such directors or OF such
] of them as may then be In once shall
torthwith become vacant. and such va
: cancica may be filed In the regular man.
upr provided lv law or nv tha nv.
laws.
Except as the right to vote is above
7 expressly granted 10 the holders OF Prior
Stock, the entire and exclusive voting
power Of the stock OF the corporation
( "a reserved 10 and conferred upon the
Common Stock. and the acquisition or
acceptance OF any Of the Prior Stock
shall be deemed TO be a waiver OF all
/ right whatsoever OF such owner or holder
OF any OF said stock 20 vote at any
meeting OF the corporation. or 20 partici-
pate in the management or conduct OF
lts auais, except as above expressly
granted, whether such right except for
otherwise.
% AZ the end OF each fiscal year tho
corporation SHAH cause full audit OF
its accounts 20 be made by reputable
public accountants In good standing
which audit and all OF the books. and
records or the corporation shah at all
reasonable times be open to the inspec-
tion of any holder OF Prior Stock OF
the corporation or his duly authorised
agent
be entitled to subscribe, purchase or re-
ceive na matter OF right because OF his
ownership OF Prior Stock In this cor
pornion. any part Of any new or addl-
tional issue OF Preferred or Common
Stock, or any issue OF notes, bonds or
debentures convertible into any stock Of
the corporation.
u 50 long as any Of the Prior stock
ls outstanding, the corporation shall not
J sell or transfer It's property as an en-
D tircty.
E (m) Except as above expressly au-
thorized, the corporation shall not 81
e long as any Prior Stock Is outstanding
amend its certificate Of Incorporation or
I by-lawa In any way changing the rights
\ or privileges OF the holders OF the Prior
e Stock, or the provisions OF restrictions
: herein contained for their benefit or pro.
p tcction.
That at said stockholders meeting IN,
: vote Of said stockholders BY ballot N
A person an5 Or 6y proxy was Es. duly :..s tassr
y mcnt; that said vote was conducted by
the subscribers hereto. as Judges ap
J. pointed as aforesaid for that purpose
IT that as said Judges we decided uDor
N the qualifications Of stockholders vOt
p ing at said meeting for and agains
70 the said proposed amendment and, whel
y said vote was completed. counted anl
ascertained the number OF shares vote,
10 amendment and declared that the per
r sons and bodies corporate. holding tn
III majority Of the issued stock OF sal
e. corporation, had voted for the said pro
re posed amendment; that the number O
re shares OF stock issued and outEtandin
were Three Hundred Twelve Thousan
ID One Hundred Ninety-eight (d12, ,l96
20 shares Of Common Stock. being an Z
u, the Common Stock Issued and outstanc
,k ing. there being but one class OF gtoc
ig issued and outstanding. 70 wit. Commo
Q Stock. none OF the Preferred Stock, Al
I'd though authorized by the Certificate {
ss Incorporation. Is issued and outstanding
be that Three Hundred Twelve Thousan
Is. One Hundred Ninety-cight (8l1 1Dt
cr shares OF said Common stock being a
Nv Of the capital stock OF said company 4
a sued and outstanding, were voted "a
,d the said proposed amendment and n
N shares OF stock were voted against th
a same.
se the foregoing certificate in duplicate an
~ subscribed our names hereto this 28t
w day OF July. 1920. M
Of FREDERICK r. VAIL.