The herald., 1921-06-02
CHARTER.
preferred stock, and the remaining three
quarters Of such profits shall be applied a
profits on the common stock.

profits on the common stock.
In the distribution of assets upon liqui-
datlon other than profits, there shall be
paid, so far as the same will GO: first
upon the preferred stock the amount of
the par thereof. and the amount of the
then unpaid dividends, If 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.
All voting powers of this Corporation
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
no 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 a going concern
as soon as Fifteen Thousand Dollars
(S15,OOO.OO) 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
that purpose, or at a regular annual
meeting of the Corporation. During the
time preceding such meeting to increase
the capital stock the stockholders shall
shares in the proportion which the shares
held by them bear to the capital stock
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
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provided by law in such manner and in
stallments as the Board of Directors may
determine, and such stock shall be full
paid and non assessable. 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 ethe
privilege of purchasing said shares within
thirty days thereafter, for cash, at their
made.
ARTICLE y.-The corporate powers of
this Corporation shall be vested in and
exercised by 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 it 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 it may de-
board shall likewise have power, IL au-
thorized by vote of not less than a
majority of the Directors, to sell, lease or
exchange the entire property and assets
OF the corporation, to any corporation,
firm or persons, under the laws of this or
any other State, or to transfer the prop
critics or part thereof, for purposes of
ehecting 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 or
properties, or for services or labor. the
stock of this Corporation. Nothing herein
shall be construed as limiting the general
powers of the board in the administration
Of the business Of the Corporation, except
as may be herein specially provided. The
officers of the corporation shall be Pres
ident, a Vice-President and Secretary.
The Board of Directors shall be elected
annually by the common stockholders, at
a meeting held on the second Wednesday
of January, beginning with January, 1922.
Nstice Of such meeting shall be given fif-
teen days prior to the date of the meeting,
sent to each stakeholder at his last known
address. The Board of Directors may
change the date Of such meeting by giving
fifteen days, notice in the manner above
provided. Notice Of any and all meetings
may be waived. Each common stock
holder shall, at an annual meeting, or
other meeting, general or special, be en-
titled, in person, or by written or tele-
graphic proxy, to one vote for each share
Of common stock owned by him; and each
preferred stakeholder shall be entitled, in
person or by proxy. as above mentioned,
to one vote for each share of preferred
stock owned by him. upon questions in
volving the liquidation or dissolution of
the corporation, and the increase or de-
crease of its capital stock, and not other
wise. The election shall be held under
such rules and regulations as may from
time to time be determined by the Board
of Directors. The Directors, when elected,
shall hold office for one year or until their
successors shall have been elected and
qualified, and failure to hold the annual
annually, the directors shall not operate
the forfeiture of this charter or any rights
Hereunder. Any vacancies occurring in
the Board of Directors shall be filed by
a majority vote of the stockholders at
special meeting called for that purpose,
which meeting shall be Immediately called,
should the holders Of the majority of the
stock so request. The power to fill vacan-
cies may from time to time be vested In
the Board Of Directors by the stockholders
and Invested again at annual or special
meetings.
ARTICLE VI.-This charter may be
modified, altered or amended by and with
the consent of two-thirds of all the stock
present or represented at any general
meeting held for that purpose, and such
amendment may be material or inmate
rial, subject only to limitations as may
be by law provided, and this Corporation
shall have the power to increase or de-
crease its capital stock as herein set forth
and as provided by law.
ARTICLE VII.-No stakeholder shall
ever be held liable for any contracts or
faults of this Corporation in any further
sum than the unpaid balance due on stock
held by him, IL any. Any stakeholder who
may desire to dispose Of his preferred
stock shall give to the corporation fifteen
days written notice Of such intended sale,
and shall allow the corporation or any
member thereof the first opportunity of
purchasing said stock at any bona fide
price offered for the same on the market;
and no stock transfer or transfer of stock
shall be binding on this Corporation un-
less made and entered on the books Of the
Corporation.
ARTICLE vIII.-This Corporation shall
have the right to declare any subscription