The Lakeland evening telegram. (Lakeland, Fla.) 1911-1922, 1921-08-26

TION.
This August 24th, A. D. 1921
c. W. DEEM,
II. f. MEMMINGER,
T. l.. WILSON.
| PROPOSED ARTICLES OF INCORPORATION
OF NoN-ACID FERTILIZER 4 CHEM
ICAL COMPANY.
The undersigned hereby associate themsev1.
| together for the purpose of forming and becOA.
| ing Body Corporate under the Laws o.
Florida, and do adopt the following PROPOSED
| ARTICLES OF INCORPORATION:
| ARTICLE I.
The name of the corporation shall be NON
| NCID FERTILIZER & CHEMICAL COMPANY
It's principal office shall be located at Lake
and. in Polk county. Florida. with branch o.
noes at such other points as may he author
| lied by It's BOarC' of Directors.
ARTICLE II.
The general nature of the business Of the
| corporation to be transacted shall he to carry
| IN and conduct within the United Safes and
3lsewhere, at its pleasure the business of pros
| Decting for and acquiring deposits of phos-
| 7hate rock and other minerals; to build and
| 'onsIruct all plants, works, machinery. roads,
| iessels, and all other proper appliances neces-
AIRY or requisite for such purposes. and TO
| nine wash crush. smelt, reduce, manufacture
| md otherwise prepare and render the same
marketable; TO purchase sell, and dispose
| hereof. ana TO carry ON and conduct the bus
mes Of company trading in such materials
md all its branches.
TO acquire manufacture and deal generally
all kinds Of fertilizers and fertilizer sup
Ilies, including potassium phosphate super
'hoSphates, amonia guanOs, nitrate Of soda,
ulphate am0nia, and all similar substances
md products.
To purchase and otherwise acquire. build.
'1uip. and maintain Mines mining rights, fac
0rieS. railroads and ships flor private use)
annals. grants, and all other articles aIu
peces of property deemed useful in the con :
uct Of its business, and TO use, develop, let,
ell. exchange otherwise to deal with or
isposc of the same.
To acquire inventions. and the right TO use
my inventions, patent right, trade names and
ther things of value capable Of being used
OF any purpose connected with any If the
business or operations Of the company. An,
acquire or cause to be applied for and oh
aimed, any Letters Patent or concessions Of
IN analogous character in respect of any such
inventions. and to acquire. grant and issue Ii
enseS Tor the use of any such inventions,
lights or processes, upon such terms may
)e deemed eXpedient
To sell and otherwise dispose Of all or ANY
lart Of the business property or assets Of the
company, and to accept in payment thereof
work cone. money expended for, and scrvc
'endered TO the company. or any shares, stock
II obligations of any other company.
To acquire stock of other corporations. char
cred for like uses and purposes. and to hold
md dispose of the same during its owner
'hip thereof to vote such stock in like manner
Us private individuals might do.
And to amagamate with any other company
corporation or persons, with like similar
bjectS, to borrow or raise money for the pur-
)oses of the company and to execute and
Ssue bonds. notes, stock, mortgages. and all
ther proper instruments Of writing securing
he payment thereof, and to lend. invest. anL
Teal with moneys Of the company from time
to time.
To remunerate all persons or companies for
services rendered. to be rendered the COM
}any in placing any shares stocks. or securi
les of the company, and all other services
heretofore hereafter to be rendered. and III
General to engage in all businesses and pur-
'uits of the company not prohibited by law in
which persons may legally engage in, conduct
md carry on under the Laws Of the State of
Florida.
ARTICLE I'LL
The capital stock of the corporation shall
consist of Six Hundred ThousanCi DOllm .
$500 000OO) to be represented by Six Thou
san! (6,OOO) shares, Of the par value of One
Hundred Dollars tSl0000I each: two thou
and of which shares shall be known and des-
gnateG 'PREFERRED STOCK" aud tn"
balance of four thousand shares shall be known
md designated as COMMON STOCK"
The common stock of four hundred thou
.and dollars shall be equally divided into two
,lasses. TO be known and designated as Class
a." and Class b
Before holders of the common stock shall be
entitled to receive any dividends or profits
rom earnings or upon liuudation or disSoIu-
ion. the holders of the preferred stock shall
&c entitled to receive dividends thereon equal
o eight per cent per annum from the cate of
he issuance thereof.
The corporation shall have the right and
rifilcge of calling in and retiring all or any
art or portion Of said preferred stock, at any
line or times after two (2l years from the
late of the issuance of the first certificate rep
eSenting shares of preferred stock, by paying
the record holder thereof moi less than one
hundred dollars ($l00.0O) per share. together
yish all accrued and unpaid dividends. at the
'ate of eight per cent per annum. from tn
late Of the issuance until retired.
In case OF such call calls the stock to
,e retired shah be selected by the directors OF
he company by lot, and notice of the call or
alls, giving the numbers of the certificates
overing rhe stock TO be called and retired
;i;h the date and place upon and at which the
anne is to be surrendered, shall be published
or thirty t5O) days next preceding such date
sope newspaper published in the City of
lakeland, Florida, and Of general circulation
md written notice thereof shall be served per-
Onally upon. mailed to the post office adj
lress, if known. of each holder thereof.
There shall he issued with each share of pre-
erred stock, one share of Class b common
lock. The preferred stock shall hold no vot-
ng power and the entire voting power shall
&c held. vested in, and exercised exclusively by
he holders Of the common stock. And at all
meetings of the stockholders. if any 10 be held
,efore all of Glass ''B" stock shall have been
ssued each share thereof outstanding shall
AIRY and have voting power equal to that
/. which each share Of said Class "B" stock out
randing bears to the whole of Glass stock
hereby or by any subsequent ament ment heret.
lutnOrlZeu.
In the payment of dividends, whether from;
earnings or upon liquidation or dissolution, and
after the payment of preferences TO the pre-
erred stock hereby given and provided, all di-
'idends declared from earnings paid upon
liquidation or dissolution shall 80 and be pay
lble One-half thereof to the holCcrs of Glass
AZ stock and the remaining One-half thereof
% the holders of Class "B" stock. in proper
ions to their several holdings of said stock.
Payments for stock, preferred and common,
nay be made in lawful money Of the United
states or in properly, labor. or services at a
ust valuation to be fixed by the board Of di
'ectors of said corporation, at a meeting called
or that purpose or at any meeting at which
Ill members of the board of directors are
resent and participating And the judgment Of
he board Of directors as to the value of such
property. labor or services. shall in the all
.ence of frauG be- conclusive upon all parties
ARTICLE ".
The existence Of this corporation shall b.
perpetual.
ARTICLE V.
The business Of the corporation shall be con-
luctcd by President, one or more Vice Pres
dents, Secretary Treasurer and y Board
II Directors of not less than three nor more
han nine, but the number of directors may be
increased or diminished from time TO time by
he bylaws by resolution Of the stock
holders at any annual meeting; and other OF.
ices may In the same manner be created and
lied. And any number of said offices may