The herald., 1921-08-18
CHARTER.

elsewhere as may be convenient, necessary
or incidental to any business or enterprise
of the company, with all necessary side
tracks, locomotives, cars, depots, round
houses and other equipment necessary to
the operation Of said piers, docks, wharves,
tramways, or railway, and the traffic
thereon; provided, that this corporation
shall not without an amendment of this
charter. have the right to exercise power
of eminent domain.
Section ). To carry on any other bust
ness which under the law it may be en-
titled to carry on which may seem to the
corporation to be calculated directly or in
directly to effectuate the aforesaid objects,
or either of them, or to facilitate il i'll the
transaction of its aforesaid business or
businesses, or any part thereof, or in the
transaction of any other lawful business
that may be calculated directly or indirect
ly to enhance the value or to render profit
able any of the cOmpanyS properties and
rights, and generally to hold and exercise
all such incidental powers and privileges
as relate to the objects and purposes here
nbefore set forth. or as may be necessary,
useful or convenient for efTectins said OBJ
iects and purposes.
ARTICLE IV-The total authorized cap
ital stock of this corporation is hereby
declared to be the sum of Two Million Five
Hundred Thousand ($2,5 10000 Dollars
and may be increased as provided by law
to the sum of Three Million Five Hun
dred Thousand (S35O0, 100000 Dollars. Of
the presently authorized capital of Two
Million Five Hundred Thousand $500
OOOOO) Dollars, eleven thousand five hun
dred III, 500 shares shall be preferred
stock of the par value of one hundred
(SlO0.0O) Dollars per share, amounting in
aggregate to one million one hundred fifty
thousand ($1,150, 00000) Dollars, and thir.
| teen thousand five hundred C3,J00) shares
shall be common stock of the par value
of one hundred (SlOO.OO) Dollars per share.
amounting in the aggregate to one million
| three hundred fifty thousand ($l,3J0O 0O)
Dollars. The said capital stock shall be
| fully paid and non aSsessable when issued.
| and shall be represented by certificates and
| shall be personal property. No transfer
| of said capital stock or shares shall be
| binding upon this corporation unless made
| in accordance with its charter and by
| laws and recorded on the books thereof.
| ARTICLE V-The holders Of the pre-
| ferred stock Of the company are entitled to
| receive, and the company is obligated to
pay thereon out of its profits or earned
| surplus, cumulative dividends at the rate
| of eight per cent $50 per aunum from the
| date of issue, and no more, payable an
| nually on the fifteenth day of March, such
| dividends to be payable before any divi-
dend is paid or set apart on the common
| stock. Should the net profits or earned
| surplus accumulated at the time of Laying
| dividends on said preferred stock be in
sufficient for such purpose, the unpaid
part of such dividends shall be paid out of
| the future net profits or earned surplus of
| the company, and no dividend shall AT any
Il
| time be payable, paid or set apart on the
| common stock until all accrued and ac-
| cumulated dividends on the preferred
| stock shall have been declared ana paid or
set apart for such purpose. Whenever all
| accrued dividends for previous years OF
| said preferred stock shall have been paid
| and the dividend payable thereon for the
current dividend period declared and either
| paid or sum sufficient to pay same set
| apart, dividends on the common stock
| may be declared and paid out of any re-
manning net profits or earned surplus.
The preferred stock is redeemable or
| any dividend payment day, either in who
| or In part at the option of the board OF
| directors, by the payment thereof of one
hundred (S10O.00) Dollars per share, to-
/ gether with all accrued and unpaid divi-
| dends; such redemption to be in such man
ner and in accordance with such rules and
| regulations as may be provided by the
board of directors of said company from
| time to time, but the company shall give
thirty 800 days notice to the holders Of the
| stock intended to be redeemed of its in
| tention to redeem such preferred stock
| and upon giving such notice, dividends on
| such preferred stock shall cease at the
date fixed for such redemption, unless the
company shall fail to redeem said STOCK
| in accordance with the notice; provided
that nothing in this paragraph contained
| shall prevent or prohibit the board o.
directors from purchasing upon the Oper
| market for the purposes of redemption
such preferred stock as the holders there
| of may be willing to sell at less than on,
hundred (S1000O Dollars per share anC
accrued and unpaid dividends.
Upon any voluntary or involuntary dis
solution or winding up of the corporation
or liquidation of its affairs, or upon an!
| merger Of the corporation with any othe
corporation, the holders of said preferred
stock shall be entitled to receive and b.
paid in full par value of their shares. ano
any and all dividends accrued Qncludin;
proportionate fractional dividend for an.
expired portion of any dividend period no
wholly expired) and unpaid thereon, out o
the assets of the corporation. and upon tn
payment of the full par value of such pre-
ferred stock, and of any and all dividend
accrued as aforesaid and unpaid upon sucl
preferred stock, any and all assets of tn
corporation then remaining and availabl
for distribution or intended 10 be distrl
buted, or the proceeds thereof. shall be dis
| tributed pro rata among the holders O
) such common stock, according to the mum
Der of such shares held by each of then
respectively.
Shares of the preferred stock and of tn
. common stock shall have equal yotin
powers.
| ARTICLE VI-Tbe business and affair
of this corporation shall be managed, an
all of-the corporate powers thereof, shal
be vested in and exercised by board o
"a directors, to be elected from among il
stockholders, and a majority of the direc
tors at any time In Office, either presen
: | in person or represented by proxy, includ
Ing the president and other officers, shal
constitute a quorum.
J The said board of directors shall cleo
from among their number a president
} | vice-president, a secretary, a treasurer an
general manager. The Office of treasure
= and general manager may be combined b
, the board and filled by one and the sam
E person. Neither the secretary, nor treas
. urer and general manager need necessaril
be members of the board of directors.
The board Of directors shall have tn
, full and complete control Of the propert
, of this company and they shall cOnduc
. manage and use the same as in their dis
erection they may deem best If not incou
sistent with the objects of the compan
. and the welfare of the same. The sal
!. | board Of directors shall have the turtle
: power to make, alter and annul such by
laws, rules and regulations for the govern
ment of this corporation, as they ma
think proper.
The board Of directors shall have Ii
further power to appoint all agents, clerB
: or employees and fix their salaries an
COMPENSATION, with term Of Office, with ii
. right to dismiss them at pleasure and II
said board shall have the further right [
n fix and determine the salaries of II
y several officers herein provided for; pr,
: vided. however. that the board of dire,
4 tors may delegate such powers to the pres
4 dent or general manager of the corpori
. ton, or to an executive committee appoin
ed by said board and consisting OF N
less than three directors.
Any vacancy occurring on tue board
q directors shall be filled by the remainir
members of said board for the ulexpirt