The herald., 1920-02-19
CHARTER.

and 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 no: impair its corporate exist
| ence and management but the directors
| then in office shall remain in Office unit
! their successors are elected and qualified
The Board of Directors at its first meet
| ing shall elect from its own number q
Chairman of the Board, President and
one or more Vice Presidents. They shall
also elect Secretary and 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 (including one or more Vice PreS-
dents not members of the board OF d.
! rectors), and agents as it may deem neces.
sary for the purposes and bushes Of said
corporation. The said board shall have
power aud authority to fix and define the
duties OF every officer and employee and
all officers and employees shall hold ONCE
and employment at the pleasure Of the
board.
At all meetings Of said Board Of d.
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
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
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 and neces-
business and affairs Of said corporation /,
and, in its discretion, to create and select
an Executive Committee to be composed
Of five 90 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,
or property actually received by said cor
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 n 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
or from any other cause, its affairs shall
be houidatsd by foIT commissioner o1an,ns Ssam
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 a majority Of the common stock, pres
emit or represented at a general meeting
vided and after due notice; the said com.
missioners shall remain In Office until the
affairs Of said corporation shall have beer
| fully liquidated. In case of the death Of
| resignation of any one or more Of SAID
commissioners, the vacancy or vacancies
class. In the event Of any disagreement
| among said commissioners, the action Q
| the majority shall control and prevail
Said commissioners shall have all power