The herald., 1922-12-28
CHARTER.

business. The directors shall be elected
annually by ballot on the second Monday
in May in each year. Each stakeholder
shall be entitled. in person or by proxy
To Il vote for every share owned by him
and all elections shall be held under such
rules aud regulations as may be deter
mined by the board of directors. after
fifteen days notice by mail of such cec-
ton shall have been sent 10 each stock
holder at his last known address. The
directors thus elected shall continue in
sOrs shall have been duly elected and
qualified . No failure to elect shall be re-
gardcd as forfeiture Of this charter Any
vacancy occurring on said board shall be-
nlled by the remaining directors for the
uneXpired term; the said board shall like
wise elect the additional members in case
they should determine to increase the
number of said board. Said board shall
have the right to appoint and dismiss
such clerks, managers and other employees
IF the corporation rs conditions may
justify or the business of the corporation
may require. The tenure of Office of all
the employees of the corporation shall b.
during the pleasure Of the board Of di-
rectors. Any Of the directors or officer,
shall have the right to appoint. by written
instrument, another director or stock
holder to act as his proxy and i'm his
stead at any and all meetings of the
board of directors. Said board shall have
tary treasurer, and may elect secretary
who need not he a director Of stakeholder
ARTICLE VINO sale or other transfer
OF shares of stock in this corporation shall
he valid until and unless the opportunity
has been first afforded the shareholders OF
record at the date of such transfer. sale or
pther alienation, to pItchase such stork
M true value, the value to be aScertaincd
in the manner herein prescribed. The right
TO acquire said stock hereby first vested
in the other stockholders of record shall
follow the stock into any hands 10 which
1t may pass and may be exercised against
the holders th1rcCf within fifteen days
from the time any sale or transfer thereof
has been offered to be entered on the
books of the association.
II shall be the duty of anv holder Of
stock in this corporation who intends or
desires II sell. transfer. ALLEVIATE or other
V Use dispose of the same. to give fifteen
days notice of such intention or desire 10
the board of directors of the corporation
who are hereby constituted agents of the
other stockholders for the purpose of such
aotIce. and said Loard of directors shall
give immediate Information thereof in
writing, to all the Other stockholders Of
record. Before the expiration of the iif
teen days from the receipt of said notice
bv the board Ct directors any shareholder
of record may offer to purchase, and may
acquire the riSh: 10 purchase said stock
by notifying the board of directors IN
writing and thL-'after shall deposit tie
price of said stock in cash with the cor
poration on or before fifteen days from
the date last mentioned.
Upon the receipt Of the first mentIOnt 4
notice. the ooIri If directors shall ADV. =
the person owning said stock, his agent
or representative; to join said board in fix
ing the value of said stock, which value
shall be established on the basis of the
market value of the assets OF the corpora
ton; taking also into account the last an
nual or Semi-annual statement or report
of the corporation and the last monthly
trial balance preceding the date of such
notice. and to the value thus found and
established there shall be added ten pei
ha Inns l.
lished shall constitute the value and price
Of said stock.
III within twenty-four hours after such
notice, the owner. his agent or representa-
tive; does not join with the board in es-
tablishing the price or value of the stock
the board may proceed without further de,
lay to fix the said value, using the report
and trial balance aforesaid for that pur-
conclusive evidence for and against all
parties in interest in the premises whether
the value is established by the joint act
OF the owner, his agent, widow, heirs or
tors acting in default of the cooperation
OF said person or persons.
Upon receipt Of the offer or acceptance
OF any shareholders to purchase said stock
and upon obtaining guarantee satisfactory
TO said board for the price thereof, the
board Of directors shall thereupon give
notice thereof to the owner of the stock.
his agent or representative and before the
aforesaid, shall call in the certificate or
certificates representing such stock and
pay the price or value thereof minus the
indebtedness of said stakeholder to the
company. II any, and cause same to be
transferred on the books of the purchaser.
The preference option and right to pur-
chase heretofore vested by paragraph hrst
in the other shareholders shall exist in full
force and effect in their favor to acquire
the shares of stock of a deceased share
holder or one who shall retire from an ac-
tive participation in the business of the
corporation. and the fOrmalities and course
OF procedure; the terms. conditions. stipu.
lations and delays hereinabove established
In said paragraph shall apply in all re-
spects to the procedure to be followed in
case of death or retirement. Immediately
of any shareholder. it shall be the duty
OF the board of directors to cause the
necessary steps to be taken to carry out
and enforce these provisions.
The preference. option and right Of pur-
chase hereinabove established shall run 10
favor Of each shareholder of record for his
virile share In proportion to his existing
holdings in the stock, but should any
shareholder fail t. exercise his right N
this regard, his right shall pass to and be
absorbed by the other shareholders. pro-
vfded that the owner, his widow, heirs or
legal representatives, as the case may be.
shall not be obliged to deliver said stock
unless the offers to purchase the same
shall include and cover the entirety of
the offerings under paragraph first or all
of the offerings under paragraph second.
ARTICLE VINO stakeholder shall
ever be held liable or responsible for the
contracts, faults or debts of said corpora
ton. nor shall any mere informality in its
organization have the effect of renderin g
this charter null, or of exporting a stock
holder to any liability beyond the unpaid
balance due on the shares owned by him.
ARTICLE V1II-This act of incorpora-
ton may be changed. modified, or altered.