The herald., 1921-05-12
CHARTER.
preferred stock, and the remaining three
quarters of such profits shall be applied as
profits on the common stock.

paid, so Tar as the same Will go: first, /
upon the preferred stock the amount of l.
the par thereof, and the amount Of the
then unpaid dividends, il any. Next:
should there be further assets for distri-
button, one quarter thereof shall be paid
upon the preferred stock, and the remain
ing three quarters thereof upon the com.
mon stock.
shall be vested in and exercised by the
common stockholders exclusively, and in
all elections Of directors and otherwise,
the holders of preferred stock shall have
voting power. In the event of liquida-
ton or dissolution of the Corporation, and |
In the increase or decrease of its capital
stock, and under such circumstances only, |
the owners Of the preferred stock shall |
have the same voting as the holders of the |
common stock. This Corporation shall |
commence business and be going concern |
as soon as Fifteen Thousand Dollars
(Sl5,0OO.0O) of its capital stock shall have |
been subscribed. The capital stock of
this Corporation may be increased TO
the sum of One Hundred Thousand Dol |
lars by increasing either preferred or COM |
mon stock, or both, provided holders of
two-thirds of stock of corporation so
determine, at a special meeting called for
that purpose, or at regular annual
meeting of the Corporation. During the
time preceding such meeting to increase
the capital stock the stockholders shall
have the privilege of taking additional
shares in IT, proportion which the shares
of the Corporation prior to such increase,
and any such shares not taken at that
time may be disposed of by the directors
in their unrestricted discretion for the
benefit Of the Corporation, at not less than
their par value. All stock shall be paid
for either in cash, in property conveyed to
the Company, or for services rendered, as
provided by law in such manner and in
stalments as the Board OF Directors may
determine, and such stock shall be full
paid and worcestershire. The Board of
Directors is hereby, in its discretion, vested
with full power and authority to declare
and issue stock dividends. No common
stakeholder shall have the right to sell
any of the shares held by him without
| first Offering the same, in writing, to the
| Corporation. through its Board of Direc-
tors. and the said board shall have the
privilege Of purchasing said shares within
thirty days thereafter, for cash. at their
book value, according to the last inventory
made.
ARTICLE V.-The corporate powers of
this Corporation shall be vested in and
exercised by a Board of Directors COM
posed of five common stockholders, three
OF whom shall constitute a quorum for
the transaction of business. The Direc-
tors may vote in person or by written or
Geographic proxy, at any and all meet
ings of the Board Of Directors. The
board may delegate any of its powers to
any officer or officers or other representa-
tive of the Corporation by appropriate
resolution to that effect. The Board of
Directors shall have power to borrow
money through any officer or representa-
tive designated by it; to issue and exc
cute notes, bonds and mortgages and to
secure the same in any way that 1t may,
in its discretion, determine and generally
to do and perform all acts necessary and
proper in the administration of the affairs
of the business of the corporation. The
board shall have power to issue stock Of
this Corporation in exchange for prop
erty, services or labor performed, and to
purchase or otherwise acquire, cancel, hold
or reissue. as in its discretion 1t may de-
termine, stock of this Corporation. The
board shall likewise have power, IL au-
thoriZed by vote of not less than a
ajority of the Directors, to sell, lease OF
exchange the entire property and assets
of the corporation, to any corporation
firm or persons, under the laws of this OF
any other State. or to transfer the prop
critics or part thereof, for purposes OF
, effecting a consideration. merger, re-or-
: ganiZation. or to sell any part of the
+ assets of the corporation, or all of them
: to give in exchange for any property OIL
properties. or for services or labor, the
, stock of this Corporation. Nothing hereir
a shall be construed as limiting the genera
/ powers of the board in the administration
of the business of the Corporation, excep
as may be herein specially provided. Thu
officers of the corporation shall be Pres
A ident, a Vice-President and a Secretary
\ The Board of Directors shall be elected
: annually by the common stockholders, a
y
. of January, beginning with January, 1922
!. Notice Of such meeting shall Jbe given IF
. teen days prior to the date of the meeting
: sent to each stakeholder, at his last know
p, address. The Board of Directors ma,
!. change the date Of such meeting by giyinI
!, fifteen days notice in the manner abov
2 provided. Notice Of any and all meeting
!, may be waived. Each common stock
v holder shall, at an annual meeting, o
q other meeting, general or special, be en-
titled, in person, or by written or tele
n graphic proxy, to one vote for each shar
:. Of common stock owned by him; and eac
. preferred stakeholder shall be entitled, 4
!, person or by proxy. as above mentioned
n to one vote for each share Of preferre
:. stock owned by him. upon questions In
volving the liquidation or dissolution O
; crease of its capital stock, and not other
!. wise. The election shall be held unde
: such rules and regulations as may froI
- time to time be determined by the Boar
N shall hold Office for one year or until thei
:. successors shall have been elected an
a qualified, and failure to hold the annui
!. meeting of the stockholders, or to cleo
= annually. the Directors shall not operat
10 the forfeiture of this charter or any right
N Hereunder Any vacancies occurring
- the Board of Directors shall be filled b
Az a majority vote of the stockholders at
Iy special meeting called for that purpos
- which meeting shall be Immediately Gale
should the holders of the majority of Il
VI stock so request. The power TO NIL yaca
e, cies may from time to time be vested
s. the Board of Directors by the stockholde
at and Invested again at annual or speci
te meetings.
ID ARTICLE VI.-This charter may
modified altered or amended by and wi
Is, the consent of two-thirds of all the stot
lie present or represented at any gener
of meeting held for that purpose, and SUE
a amendment may be material or immat
he rial subject only to limitations as m'
IT be by law provided, and this Corporate,
Sc shall have the power to increase or d
ty crease its capital stock as herein set for
ul and as provided by law.
81 ARTICLE VII.-No stakeholder sh;
y ever be held liable for any contracts
re- faults of this Corporation in any furth
NJ sum than the unpaid balance due on sto
held by him, IL any. Any stakeholder w
ny may desire to dispose Of his PREFER
Use stock shall give to the corporation hfte
Ter DAYS written notice Of such intended sa
Ter and shall allow the corporation or a.
Ter member thereof the first opportunity
MS, purchasing said stock at any bona d
N price offered for the same on the markt
srs and no stock transfer or transfer OF sto
ties shall be binding on this Corporation U
to less made and entered on the books OF I
Corporation.
ST. ARTICLE vIII-This Corporation sh
nd have the right to declare any subscripti
Ter to stock or shares therein held by 81
err scriber, forfeited to the Corporation
es, case such stakeholder fails to pay
.ic- balance due on said stock for sixty da
after written demand of payment, or IA
said after dQma