The herald., 1921-06-16
CHARTER.
preferred stock, and the remaining three
quarters of such profits shall De apPheo aS
profits On the common STOCK.

nrefArred stock. and the remaining three
quarters of such profits shall be appHeo as
profits sn the common STOCK
In the distribution of assets upon lidui-
dation other tnan profits, there snali pe
paid, so far as the same VIII go: HrsI; 80
nncn the preferred stock the amount OF
the mar thereof. and the amount OF tne
then unpaid dividends, If any. Meht'
should there be further assets ioT uisti.t,
hutton one quarter thereof shall oe PaIa
upon the preferred stock, ana the re reilain Ian
ing three quarters thereof upon the COM
mon stock.
All voting powers of this Corporation
sbaii he vested in and exercised by the
rommon stockholders exclusively anu ~
ali elections of directors ana otherwlse, WIS.,
the holders of preferred stock snail nav
no voting power. In the event OF hquiuaI
tion or dissolution of the Corporation anu
in the increase or decrease OF It's capltaA
stock and under such circumstances onlE
the owners of the preferred stocA tha
have the same voting as the holuers VI Iii
Common stock. This Corporation shall
business and be going concern
as soon as Fifteen Thousand nollaLe
Is15 GOO OO Of its capital stock shall nave
hen subscribed. The capital STOCK VI
this Corporation may 9e n,ranS mol
the sum of One Hundred Ihousahu boi-
lars by increa sing either preferred OF com
mon stock. or both, PROVIDED hoiueIs VI VI
two-thirds of stock OF corFoEaIoh
determine, at a special meeting caHeu nOi
that purrose, or at regular ahhudl
meeting of the Corporation. During the
time preceding such meeting TO increase
the capital stock the stockholo'Is snal i
have the privilege of taking addltlonai
shares in the proportion Whlcn tHe ntncE
held by them bear to the capltal stoSh
of the Corporation prior to such increase.
and any such shares not taken at thdt
time may be disposed OF by the uirectoSo
in their unrestricted discretion 1or tue
benefit of the Corporation, al hOi iISs hs Maid
their par value. All stock shall pc pau
for either in cash. in property conveyed 10
the COMPANY or for services rendered., as
provided by law in such manner ana IN
stallments as the Board OF Directors NAY
determine. and such stock shall De luiI
Maid and nom assessable. The Eoard OF
directors is hereby, in its dlscretIon' 1-a Nesse
with full power and authority 10 uecIare
and issue stock dividends. NO common
stockholder shall have the rignt ;,hont 70
first offering the same, in writing. 70 tne
CORPORATION through its Board OF Dlrec-
tors, and the said board shall nave tne
privilege of purchasing sald snares WAN
thirty days thereafter, LOT Gasn' ao ,.oatorv rn
beck 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 quorum lor
the transaction of business. Inc pIrec-
tors NAV vote in person or by written or
teIepraphic proxy, at any and all meet
ings of the Board of Directors. Inc
board may delegate any or It's powers u
any officer or officers or other representa-
five of the Corporation by appropriate
resolution to that effect The Board OF
Directors shall have power TO Dorrow
money through any officer or representa-
tive designated by it; to issue ana exc e
cute notes, bonds and mortgages, ana 10
secure the same in any way that IL may
in its discretion, determine and generaliy
TO do and perform all acts necessary ana
proper in the administration OF the anaII al,
of the business of the corporation. Inc
hoard shall have power to issue stock OF
this CORPORATION in exchange for prop
erty, services or labor performed, ana 70
purchase or otherwise acquire, cancer, hoiu
or reissue as in its discretion IL may ue
termine. stock of this Corporation. Inc
board shall likewise have power, II au-
thorized by a vote of not less than q
majority of the Directors, to sell. tease OF
exchange the entire property ana assets
of the corporation, to any corporation
firm or persons, under the laws OF TINS OF
any other State, or to transfer the prop.
critics or part thereof, for purposes OF
effecting a consideration, merger, re-or-
ganigation. or to sell any part or the
assets of the corporation, or all or them
TO give in exchange for any property OF
properties, or for services or labor, the
stock of this Corporation. Nothing herelI
shall be construed as limiting the genera
powers of the board in the ADMINISTRATOR
of the business of the Corporation, excep'
as may be herein specially provided. The
officers of the corporation shall be Pres
ident a Vice President and a Secretary
The Board of Directors shall be elected
annually by the common stockhoiders, a
meeting held on the second WednesdaS dsS
of January, beginning with January, 1922
Nstice of such meeting shall be given nj
teen DAYS prior to the date of the meeting
sent to each stockholder. at his last knowI
address. The Board of Directors ma!
change the date of such meeting by gtvint
fifteen days notice in the manner abov'
provided. Notice Of any and all meeting
may be waived. Each common STOCK
holder shall, at an annual meeting, O.
other meeting, general or special De en-
titled, in person, or by written or tele
graphic proxy, to one vote for each shar
of common stock owned by him; and eacl
preferred stockholder shall be entitled, Il
person or by proxy, as above mentioned
stock owned by him. upon questions In
volving the liquidation or dissolution Q
the corporation. and the increase or de
crease of it's capital stock, and not other
wise. The election shall be held unde
such rules and regulations as may fron
time to time be determined by the Boar
of Directors. The Directors, when elected
shall hold office for one year or until thei
successors shall have been elected an
qualified, and failure to hold the annus
. meeting of the stockholders. or to eleci
annually. the Directors shall not operat
, the forfeiture of this charter or any right
i Hereunder. Any vacancies occurring 1
the Board of Directors shall be filled b
|. a majority vote of the stockholders at
! special meeting called for that purpos,
which meeting shall be Immediately called
should the holders of the majority of th
stock so request. The power to fill vacaI
; cies may from time to time be vested l
. the Board of Directors by the stockholder
, and divested again at annual or speci;
i meetings.
ARTICLE vI.-This charter may b
modified, altered or amended by and wit
, the consent of two-thirds of all the stsc
present or represented at any gener;
meeting held for that purpose, and sue
, amendment may be material or inmate
rial, subject only to limitations as ma
. be by law provided, and this Corporate
, shall have the power to increase or d.
crease its capital stock as herein set fort
and as provided by law.
ARTICLE VII.-No stockholder sha
ever be held liable for any contracts c
: faults Of this Corporation in any furths
sum than the unpaid balance due on stoe
' held by him, If any. Any stockholder wh
: may desire to dispose of his preferre
r stock shall give to the corporation fiftee
r days written notice of such intended sal
r and shall allow the corporation or an
. purchasing said stock at any bona fd
: price offered for the same on the market
: and no stock transfer or transfer of stoc
O shall be binding on this Corporation VI
Il less made and entered on the books Of II
Corporation.
4 ARTICLE vIII.-This Corporation sha
r have the right to declare any subscriptico
A l.. I-ll -xHl