The herald., 1921-03-10
CHARTER.

charter that all stock issued or which may
hereafter be issued under this charter, or
any amendment thereof shall be so issued
and held under an irreyocable contract ana
agreement in favor of said persons, which
shall affect and follow the said stock into
whosoeyrr's hands il may fall that:
IN No stock shall be sold or trans
ferred until an opportunity Is nTst AFFORDED
the said G.. Norman Scott ana IhOmas ID.
scott 10 acquire the same in proportion 70
their holdings, or by either or them shO1lu
ona refrain from purchasing, ut BOOK SaIue
established on the inventory ana trlai
balance last preceding such SAFE ana
transfer, payable in cash, Ninety Gays
after written notice given TO Sald persons
through the Board of Directors or the cor
nnratinn Failure to purchase within the
DELAY aforesaid shall. by the mere eXpira-
ton of said time limit release such STOCK
| from the effects OF this provision.
C2) All stock held by any person save
| that held by the Messrs. Scott SHAH De
| SO held subject to the right oil Ooth OF
| either of them to purchase the same at any
| limo upon written notice accepting TINS
| option payment to be made IN cash on or
! before ninety days from said notice NJ the
| price fixed in the preceding paragraph W
| of this Article, provided that If such action
| is taken hereunder, within thirty DAYS Oe
| fore any annual meeting, the holder sna i,
he entitled to receive in addition TO sald
| price any dividend declared at such annual
(3l THAT in case Of death of G. Nor
man scott or Thomas ID. Scott, the sur
| yiyor of them shall be entitled to arrange
amicably with the widow, heirs or Iegai
representatives of the deceased LOT tne
ACQUISITION of said stock. and failing 10
agree said survivors of the decedent shall
be ENTITLED to offer the same TO the sur
| yiyor aforesaid, at the price hXed III para
| graphs one and two hereof. payable now.
ever one-third cash and the remainder at
one aud two years credit. with q per cent
interest with right to take up all or any
, portion of the credit portion NJ any ume
| with interest to such date. That In de-
: fault of acceptance or TINS OHer, sara ne
; cpdents survivors shall have the right 10
= | demand and to obtain the dissolution anu
! liquidation of this corporation any pro
! vision of this charter or of any law now
= or hereafter existing to the contrary not
I. WithStanding.
t All cprtifcates of stock of this corpora
. ton shall bear In or on the same reIer-
: ence to this Article of the Charter In SUD
= stantially the following words:
J. "'This certificate of stock il held sub
: | iect 10 the restrictions and limitations I'M
n posed by Article Nv of the Charter Oh this
k And this shall be full and sufficient no
:. | ticp to all persons, and shall subject the
II holders and possessors of the said STOCK
: | to all the rights, limitations anu ieSi"
y | tOns herein created.
a ARTICLE VAN the corporate powers
Ie vested in this corporation by TINS Inar .t
\ and by the law shall be exercised Dy the
q | Board of Directors hereafter created, IN
!, | Guiding the right to manage, control ana
direct the affairs of the corporation, the
NJ corporate policy, and to sell the corpora
al tion or merge the same into ahOther cor
Az | pornti0n and TO take in payment OF any
= | such sale or merger, cash, bonds, notes or
+ | stock of the purchasing or merging corpor-
~ | alton or of a new corporation, created TOT
"a the purpose, without the necessity OF re-
na ferring either or any of said acts TO the
n | stockholders.
~ The said Board of Directors shall be
nd composed of three stockholders, who shan
Oh be elected annually on the third Tuesuay
IL of January of each year. The hrst bSaru
d. of Directors shall be composed OF IL NOT
man Scott. Thomas ID. Scott ana 1onn
lis Dart, with G. Norman Scott =, as
of President Thomas ID. Scott as wee
Nh President. and John Dart as seSr ni,
nd serve for one year and until their Su SUI.
rt ccssors are elected and quallhed. Ih IN,
IS. election of the Board of Directors snall
en- be preceded by written notice TO IN,
,ot shareholders. delivered In person or sem
-ty by mail to the address given in the cur
Dr. rent city directory, unless the ADDRESS "
he surh stock holder shall have Deen regis
the tered with the Secretary, and IN dsiauit "
ng either, care of General Delivery, New VI
the leans La. The election shall De heia u
irh the office of the corporation at such hou
re 4 as may be fixed by the incumbent Boars
red of Directors and under the supervision .
on one or more, commissioners appointed y!
ese the same. At such election each stockhoiu
the share of the capital stock held by him
of and the persons receiving the highest nun
oh her of votes cast at said election shan
nee declared elected and the Board OF Direc
ot tors thus elected shall meet and organic
as soon after said election as possible. :
q
aid tute a Quorum and any Director absent Q
ded unable to attend may authorize Directo
the present to represent him by written prox
nd filed with the Secretary, and who shall
who vested with all the powers su orso %o'eA''
this could exercise IL present IN person.
ter All routine business matters shall 2
decided by the majority vote OF IN
az quorum present at such meeting, pu. , no
ten. the law to the contrary, any matter G
Jack thing affecting the general policy.
WIT alienation of the corporate properly o'hs
With than ordinary business transactions,
fter altering or affecting the corporate rlgn'
shall be adopted only by the vote OF Il
uies majority in number a ana an aoS
D.. the whole Board Of Directors, ana PIop'
minute entries shall be made to show tnsl
D.. facts. At Its first meeting aiter eiec' ~
ans Board of Directors shall elect a Presiden
that n Vice President and a Secretary -Treasu
a auI er; this last named Once may Ds neiu
July non stockho lders, and the two ofhces ms
ono be separated or kept as one once as u
- Board of Directors may decide. .,,.
X The Board of Directors may estaDn'
bv.Iaws. rules and regulations for the go
ID. eminent of the corporation, ana IL ma
also create a committee or committees II
- the management of the several aepa ,n
ments of its business, with such powe
and duties as may be conferred on Il
same by the said Board Of Directors.
Lou shall also fix the salaries OF al omce,
Or. All officers and employees of the corpo
day alton shall hold office at the pleasure
r of the Board Vacancies occurring In
and Board shall be filled by 1t for the ]
e of mainder of the unexpired term. Meetin
hun of the Board of Directors may be held
v p. such times as shall be set by the Boa
mis- itself. or at the call Of the President al
city at the request of any two stockholders.
esd ARTICLE VI.-The charter OF this &C
esses poration may be amended and the capi
per- increased or decreased in the manner M
sons or hereafter provided by law.
VINO ARTICLE Widths corporation m
the be dissolved with the consent Of two-thir
rela- | - r. issned and outstanding capital sto
ions, expressed at a meeting called for n
q 40 purpose, or in any way permitted by ia
Dlnd, ijpon the dissolution of the corporation,
Wen limitation or otherwise, the stockhoid'
after nhaii elect from among their number @
into 81 more liouidators and shall fix
TOT terms conditions and other provisions
hehls garding the liquidation.
ARTICLE VIII.-No stockholder sn
TINS ever be held liable or responsible for
IS contracts or faults of this corporation
oraee any further sum than the unpaid Dalal
tehce due this corporation on the shares owl
nureu by him. nor shall any mere informal
" hts, in the organization have the effect OF
law dering this charter null or of exposing
con- u.1s,S &c. 20 any liability fyeVond NJ
,oIa aoI unpaid balance.
nleasI ARTICLE IX.-Wherever notice Is
louiraJ nv law ar this charter the "a