The herald., 1922-08-31
CHARTER.


any business in whole or in part similar
that for which this corporation is estat
liShed, or as may be now or shall her,
: after be permitted by law; to purchas
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 th
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 L
acquire, hold and exercise any and al
rights, powers, privileges and franchise
as relate Ia the objects herein set forth
or any Of them, or such as may hereafte
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 $4,000. 90
! Dollars of preferred stock represented by
/ twenty-five (2j) shares of the par value
Of one hundred $4,000 Dollars each; and
| Two thousand five hundred (s2. 5OOOOJ
! dollars Of common stock represented by
! twenty-five (2j) shares of the par value
Of one hundred (S10O00) 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 diyi-
bends at the rate Of 70 per annum paya-
bic quarterly or Semi-annually as tho
board Of 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
over the common stock until the full par
value thereof and 10 per annum thereon
from the date of issue thereof shall have
been paid by dividends or distribution.
me preferred stock shall not receive any
dividends from surplus or profits in ex-
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-
tlon at The option of the corporation upon
any dividend date at its par value and
accrued and unpaid dividends therein TO
the date fixed for redemption upnn tho
vote of not less than majority in interest
OF the outstanding common stock. Notice
Of the intention Of the COMPANY 70 redeem
the preferred stock shall be mailed thirty
days before the date of rpdemption TO
each holder of record of preferred stock Mt
ms post office address appearing upon the
books of the company, and upOn the de-
post of the aggregate redemption prico
with anv national bank or trust COMPANY
In the City Of New York named in such
notice. payable to the order of the record
holders Of the preferred stock on endorse
ment and Surrende of their certificates
Nald holders shall at the expiration of said
hOtlce cease to he stockholders TDOn
any issue of additional stock of the com
pany of any class no holder of Outstand-
ing stock Of any class shall be entitled OF
rlght by reason of such stock holding to
subscribe for, purchase or receive any
portion of the additional stock so issued !
but the board of directors of the company
haN ulSpose or all or any portion of such |
additional stock without Offering the same |
N the nrSt instance to the stockholders |
'hase. F
The preferred stock shall not entitle anv !
holder thereof To- vote at any meeting Of
'tockholderS or election of the corporation
'r otherwise to participate in anv action
aken ny the company of stockholders ex-
tpt as NAV he required bv law: and ex-
ept that If at anv time the occumnIotod
nd unpaid dividends on the preferred
took to the last dividend date shall e0noI
even SIml dollars per share meeting
u the stockholders for the election Of di-
ectorS shall he called in accordance with
he bylaws upon the rpduest OF the hold
RS OF record Of ten (10Cl per cent or
1ore or the preferred stock then outStand-
nS' and at such meeting and nj all other
1eettnCs of Stockholders for the eIoction
Z directors held while any dividends on
ala preferred stock to the dividend date
ISL preceding Such meeting. remain unde-
JARED the holders of such preferred stock
~ ne entitled to vote along with the
oiderS or the common stock for the cleo
ION or directors, and for that Durpose the
oIer OF each share of said preferred
fo"k snail he entitled To one vote for each
Shlu sha-es held by him: but such right
vot" shall cease whenever all such ac-
Jared. '
This corporation shall he entitled n
eCin business when fifty (5Oec) per cent
the aggregate Of its preferred and com
ION stock rs hereinabovp fixed shall bave
Y law
All stock shall be paid for in cash ar I
av ne issued for labor done or services.
rriorned Tor said corporation or for
r"perty rights actually received hv It, '
ne amount to which the capital stock !.
TINS corporation NAV he increased nv
ne corporate action is hereby declared
no one hundred million $500 600 600 OO)
DllarS and anv increased stock now or 8
.rehIter authorized NAV he of the kinds G
CiasSeS herein prescribed or NAV he IN I
mole or in mart Of other kinds or CLASSES 7
STOCK which NAV he created and autbor :
en with such preferences and priorities
neither in dividends and li0uidation or
herwls" over or with respect 70 any ~
q Kinds or classes now created or ar \
~ hme hereafter existing. and with such
'SPnatlons and voting moves or ro
prescribed may
ARTICLE N-The corporatn nowors ~ z
IL corporatiOn shall he vested In ond s
erciSed bv hoard Of directors 10 DO q
~ five f5l Stockholders 70 no "
,ctef annually at n general meotinr ~ Il
III st"ct holders TO no held on the third II
'nsdav in January of each wear 4 ma,
wv or the board If directors shall con |
Itnte quorum for the transaction Of
sln"sS unless the bylaws Of this cor
ration. adonted bv the board ~ direc
~ snail provide for lesser number. o.
Notice Of such meeting and Of AL other ,s
'ckholders' meetings shall be given I'm n,
manner prescribed bv law. and when | 90
so prescribed. then written notice az a,
~ meetings shall he addressed 10 zach | NJ
"kholder ut his last known pIaca OF "
'idencH and deposited IN the most ~
, NJ least Fifteen C5l davS before the
70 or said meeting. postage prenoid
. hv-laws of the corporation NAV nro- Al
e TOT any additional form Of notice. =
W all such elections and at all cor
THte meetings. holders of common s.oa,. VI