The herald., 1922-09-21
CHARTER.

E that for which this corporation is estab
lished, or as may be now or shall here
| after be permitted by law: to purchase
> acquire and own any or all of the prop
: erty. assets, franchises and the stocks an,
bonds and other securities of any corpOr
alton or corporations organized under tn
laws of this state or of any other stat
: for all or any of the purposes herein de
fined or incidental thereto and to guar
antee the bonds or other obligations an,
/ dividends on the stock of any of said cor
porations; and generally to do and per
form any and all acts and things and Il
acquire, hold and exercise any and al
rights, powers, privileges and franchise
as relate to the objects herein set forth
; or any of them, or such as may hereafter
be conferred by law upon corporations O
this character.
ARTICLE IV.-The capital stock Of thi.
corporation is hereby declared to be anC
is fixed as follows:
Two thousand five hundred (s25O0O O)
Dollars of preferred stock represented BY
twenty-five (25) shares of the mar vain,
of one hundred (S1O0.00) Dollars each and
Two thousand five hundred $500 OO)
dollars OF common stock represented by
! twenty-five (25) shares Of the par value
Of one hundred (s1O0.OO) dollars each.
The preferred designations. votinr
powers, restrictions and qualifications OF
| the preferred stock shall be as follows:
| The preferred stock shall be entitled In
| preference to the common stock to diyf-
| dends at the rate of 10 per annum paya-
pie quarterly or semi-annually as the
| board or directors shall determine and
| such dividends shall be cumulative from
| and after the date of issue thereof No
dividends shall be declared or set apart
| for payment on the common stock until
| all dividends then accrued on the preferred
stock shall have been set apart for pay
ment.
In any distribution Of assets other than
by dividends from surplus or profits,
whether voluntary or involuntary the
preferred stock shall also have preference
value thereof and ~ per annum thereon
from the date Of issue thereof shall have
been paid by dividends or distribution
me preferred stock shall not receive any
cess Of said par value and the amount
or such accumulated dividends unpaid
thereon, hut the common stock alone shall
receive all further dividends and shares in
distribution.
All but not less than all OF the pre-
ferred stock shall be subject to redemp-
ton at the option Of the corporation upon
any dividend date at it's par value and
accrued and unpaid dividends therein to
the date fixed for redemptinn upon tho
vote of not less than a majority in interest
or the outstanding common stock Notice
or the intention of the company to redeem
the preferred stock shall be mailed thirty
days before the date of redemption IA
each holder of record of preferred stock nj
his post office address appearing upon the
BOOKS or the company. and upon the de-
post or the aggregate redemption price
with anv national bank or trust company
In the City of New York named in sucb
notice. PAYABLE to the order of the record
holders OF the preferred stock on endorse
meht ana surrende of their certificates
said holders shall at the expiration OF said
notice cease to he stockholders. TTnon
any issue of additional stock of the com
'hn! OF any class no holder Of outstand-
ing STOCK OF any class shall be entitled OF
right by reason of such stock holding IN
subscribe for. purchase or receive any
portion Of the additional stock so issued
nut the board of directors of the companv
may dispose of all or any norton of such
additional stock without offering the same
In the first instance TO the stockboIdars
or the company for subscription or mr.
chase. Vi pun
The preferred stock shall not entitIe anv
holG"r thereof to vote nc any meeting OF |
STOCKHOLDERS or election of the corporation
or otherwise TO participate in enT act;on
taken ny the company Of stockholders ex-
cept as NAV he required by law: and ex- |
cert that II at any time the accumulated |
stock to the last dividend date shall eonaI |
seven NIVOl dollars per share meeting
or the stockholders for the election of d.
rect3rS SHAH be called in accordance with |
FRS or record Of ten n0cs) per cent or
more OF the preferred stock then outstand-
ing. and at such meeting and nj All other
1 nee,inSs or stockholders for the election
d directors held while any dividends on
said preferred stock to the dividend dats
ISL preceding such meeting remain unde
'iarnd the holders of such preferred stock
,",n ne entitled to vote along with the
ioiners OF the common stock for the cleo
Ion or directors, and for that purpose IN.
n"iner or each share Of said preferred
,"cE shaiI he entitled to one vote for each
;. said sha-"s held by him: but such right
urhA
Jared. nave oeeh oe-
This CORPORATION shall he entitled .,
'egin business when fifty (5Oss) per cent
;, the aggregate Of its preferred and com
non stock as hereinabove fixed SHAH bav.
" law. 'equireu
All stock shall he maid for I'm cash A.
nav he issuad for labor done or service.
'rn Tor said corporation or for
'io"er'! rights actually received by It.
TIE amount To which the canita, stoct
V this cooperation NAV he Increased nv
rue corporate action Is hereby declared
o ne one hundred million (s1OO OOO Ono mn
,ollars and any increased stock now or
'ereafter authorized NAV be OF the t;rS.
" classes herein prescribed mr. NAV hn.
.hoie or In mart of other kinds or classes
u STOCK which may he created and ,utbor
zed with such preferences and priorities
whether in dividends and ljouidation o.
otherwise over or with respect 70 on ~
ne Kinds or classes now created q. -
NV time hereafter existing. and with sucb
reservations and voting powes or 70
.ricIions or qualifications thereof "a NAV
Re prescribed as ma!
, ARTICLE V-The cornorate nowe-s ofl
uls cornoration shall he vested In and
Nercised bv board of directors 70 he
oHnosed or five f5) stockholders TO no
Inr,ed annually at general meeting ~ I
In STOCK holders to he held on the third
nesday In January Of each wear. A ma,
ortv or the board Of directors shall con-
'tnte quorum for the Transaction AZ
BUSINESS unless the bylaws OF this COR
GRAFTON. adopted bv the board of direc-
ors' shall provide for a lesser number
Notice of such meeting and of all other ,
,ockholders' meetings shall he given I'm /, /,
ne manner prescribed by law, and when
or SO prescribed. then written notice ~ |.
ucn meetings shall he addressed TO eocb .
tocEholder Mt his last known place NJ
rsidence and deposited in the most o.
&c. at least Fifteen (15) days before the
ate OF said meeting. postage prepaid
ne bylaws OF the corporation NAV pro- a
iue Tor any additional form Of notice.
Az all such elections and Mt all cor-
orate meetings. holders of common stock I
THIS corporation alone shall be entitled
vote. except as hereinabove provided.
M every such stakeholder shall he en-, T
tIed 70 one vote for each share Of com n
on STOCK OF this corporatin standing In a