The herald., 1922-05-25
CHARTER

an fhe Tnlfe0 I
January 81, 1922; to contract relative 10
the manufacture and sale of such pat
ented article or articles covered by sucu
patent and generally to do and perform
all things pertaining to ana lhcldehtai
to the CARRYING out and proper eNecu-
ton of the objects ana purposes he''
inabOve mentioned.
ARTICLE ". The capital stock OF
this corporation is hereby hNeu at Ime
sum of Five Thousand Dollars C$0,Oooo),
and shall be divided into ana rtpresehteu
by one hundred shares OF common sIo'A
Of the mar value of Fifty Dollars each.
Said stock shall be paid for in cash.
mr. nv property, or for services actuall!
rendered to the corporation or oIhtr
equivalent of cash. as provided by law
and in such manner ana AT su'h III
and in such inStallmentS as may be pre-
scribed by the Board of Directors.
This corporation shall become going !
concern and shall he authorized TO COM
mence business rs soon as htty tow P'l
/ cent of its capital stock ShalI nave p''h
! subscribed and fifty per cent % all STOCK
| subscribed for shall in fact nave peen
| maid for either in cash or ITS equNaleh',
! ARTICLE V. The capital stock OF
this corporation may De lhcTeaS,u !"
the sum of Fifty Thousand hoiIarS
| $50 600 Om by a vote of twO-thirds. OF all
tho stock present or represented AT
special meeting called for that purpose
or at regular annual meeting 81 TIE
corporation.
ARTICLE VI All certificates of stock
issued by this corporation Shah ot
signed and countersigned by fresld'n'
or Vice President and Secretary.
The stock of this corporation can he
I transferred only on the books OF IN"
corporation and subject TO such reGuia-
, | lions and fOrmalities as may ne by tn'
, Board of Directors from time 10 tiIIe
J nraScribed No stakeholder shall he per
7 nitted TO sell or otherwise dispose OF
} his stock without first offering the sam"
in writing to the other stockholuerN'
, through the Board of Directors, AT
| nrica nor exceeding the book value th"re-
a.. and said stockholders in proportion
70 their holdings. shall have an option
\ and first right to purchase at the DOOR
u value Of such stock on December 81. El>'
. preceding. all the shares of stock 10 De
II inns diSpoSed Of by sale or OtherWlS'
: of any of the stockholders. and SHAH
= have n reriod of ten DAYS in which 10
! accent or decline said offer. Should vi,
j. stockholders decline TO purchase s'iu
II stock. then such stakeholder IS AT Iptrls
n 70 sell or dispose Of the stock ana may
5 do So in any manner and at any price
e he may deem tt. -,
/ Each share of stock is issued her'1I
st upon the condition and UNDERSTANDING
y. that no stakeholder shall sell or other
N wise transfer his stock in violation her"
h of and any such sale or transfer,
10 made. shall be void. and this cornoratioI
ia shaH be under no obligation to list sai'
= stock on its books or to regard III
holder Of the certificate thereof.
~ ARTICLE VII The corporate power
r Of this CORPORATION shall he vested In AM
re exercised by a Board OF NOT less una
g three nor more than six directors a
the option of the stockholders: Two 7.
k constitute a quorum when there ar
: three directors. three to constitute
pd ouorum when there are more than thre
v and less than six directors. and -FOUR
;e constitute a quorum should there pe Il
On directors for the transaction OF business
90 The directors Of the corporation ma
y vote in person or by written or tee
cd graphic proxy at any OF the meetlhe
OF the Board Of Directors: and the soar
he ~ Directors NAV delegate any OF
is ! movers TO any officer or officers, or an
,o) other representative of the corporatlo
n nv appropriate resolution to that enc"
y. The first Board of Directors OF IN
Of corporation shall be COMPOSED OF ~
lite following: Fletcher Flftchlnges rth H1p"'
In Rraadin, Frank !. Fletchinger. Haro
nv NJ. Westholz. with the following as of
it GERS: Fletcher Fletchinger, Presiden
tar Arthur ]. Brandin. Vice-President; 81
IL new 7. Massicot. Secretary; Frank
,cs FIetcbinger Treasurer. and they sh;
rv serve until the second Wednesday in ia
M uary. 1928 or until their successors a
OF elected and qualihed
,es The directors shall be elected annual
a
,ed day in January in each year, after su
date. Notice OF said meeting shall
given fifteen days prior to the date
said meeting. in writing. sent by m
TO each stakeholder at his last kno'
Mace OF residence The Board Of Dir
. tors NAV change the date OF said ann
,rt ] meeting to any other date ny wrlt'
ms. | notice TO that effect. sent at least hitt
hat DAYS prior to the date to which sald
or nual meeting shall be changed, direct
| h., N zach stakeholder at MS u
,ros known place OF residence.
On Each stockholder shall at such ann
meeting or other meeting, general
special, he entitled. In person or
proxy written or Geographic, TO
- vote for each share OF stock owned
- him. The election shall be held UNI
such rules and regulations as may
r. from time to time determined by
Board Of Directors.
Tho directors. when elected. shall h
office for one year. or until their
Nc cessors shall have been elected
Inv. oualifed. and failure to hold the ann
OF OF meeting Of stockholders or to elect
OF nually directors shall not operate
this ! s,n;,rra ~ this charter or any rig
tne Hereunder.
nine ANY vacancy occurring in the Bo
In. OF Directors may he filed by the oil
OF tors for the unexpired term.
'rty- ARTICLE VIII. This charter ana
SIZE, OF incorporation may be changed, IN
ana fed, altered or amended by and v
ana the consent of three-fourths Of all
1res- stock present or represented at n m
Iined to General or special, held for
and purpose: and such amendments may
ames material or immaterial subject only
rally I;mitotion az NAV be by law proviC
the and this corporation shall have the
such - newer 10 increase its capital 81
par as hereinbefore set out and any
As crease of the capital stock in excess
1914, az omonnt named herein as the am,
and TO which the capital ctOck may be
have creased may be made by thrse-fou
these vote Of all outstanding stock.
ana ARTICLE IN. Notice of any ana
other meetings referred to in this charter
asso- required by law, shall be given in
alton manner provided for giving notices
the che case OF election Of directors, or
which nrhlication Of such notice for fifteen
, to- previous TO such meeting In any {
npwspaper in the City Of New ORR
this unless the notice of such meeting
HER have been waived: the stockholders
1nder directors having the right by this
'ower ter to waive notices at any time and
col any meeting.
heS ARTICLE Y. In case OF the dis
ln n ton. liquidation or termination Oh
,tne, charter, by Limitation or otherwise.
trae., affairs of the corporation shall De
dated by one or more liquidators ell
preaH by a two thirds vote Of the stockhol
ce. who may provide the number OF
,rwise go anthority as NAV be by
a, or PoMei anu ssin% tbo terms and G
AhAxv n