The herald., 1922-01-12
CHARTER.
out the objects and purposes of said cor

-
out the objects and purposes of said cor
pOratiOn.
ARTICLE H. All citations or other
legal processes shall be served upon the
| President of said corporation, ana i'll case
of his absence, upon IL Vice President. and
| in case Of the absence of the President
and all Vice Presidents, upon the Srcre-
tary.
/ ARTICLE III. The objects and pur-
poses Tor which this corporation is estab-
| liShed. and the nature of the business To
Ice carried on by it. are hereby declared
| and specified to be: TO buy, SELL deal
in. lease, hold, develop or improve real
estate of all sorts; to construct aud mdih-
tain offices. flats. houses. factories. ware
houses shops. buildings. works and con
yrnienceS of all kinds; to acquire. hold
and deal in personal property OF every
character, including stocks, bonds, obi
| cations and securities of other corpora
tiOnS. as well as of individuals ana part
| nerShipS: to exchange its entire capita!
| stock or any part thereof, for property
which il l. authorized To acquire, or u
! exchange its entire assets anu buSln"s>.
{ or any part thereof. for property. stocks.
bonds or other obligations of other com
panies and especially To acquire all or
any portion of or interest in the real
estate, stocks bonds and Obligations.
! cash, rents, accounts receivable, bills re
! criVabIe. claims. profits, suits, rights or
| other property of any and every char
acter descending from the SucceSsions "a
Anna Fellman thorn Dreyfous) or Der
nard frllman. and to do ana transact all
! business properly connected with. Incl
dental or convenient to any of the said
| objects and purposes.
| ARTICLE ". The capital stock OF
! this corporation is hereby fixed 1T Three
/ Hundred Thousand Dollars $500. OOD
! To Ice divided into and represented by
! three thousand $4,000 shares of the par
value of one Hundred Dollars tSIOUOUD
each, which shall be paid for in cash
or may be issued for property actually
| received by the corporation nj its fair
| value. The Board of DiSctOrs herein
after created Is specially authorized and
| empowered TO issue all or any of said
stock in exchange for all or any portion
| of or interest in the property descending
| from the succession OF Anna FeIlman
| tborn Dreyfous) or Bernard Fellman
| upon such basis or at such appraisement
| a> IN the Judgment of the said directors
may be proper. The capital stock of this
corporation may be increased to the sum
! of Six Million Dollars $4,000. 100000 No
| transfer of stock shall be binding upon
! the corporation unless made and record.
! ed upon its books. No stakeholder shall
! have a right to transfer or convey any
of his or her stock in the corporation
unless and until he she shall have
/ first made written offer to the other
| then stockholders of the corporation. and
| to the corporation itself, TO sell his or
her stock TO them, at the same price as
that at which he or she may have re-
CeNeu BONA nue. OUer therefor. SuCh
written offer shall be addressed to the
other then stockh Olders and to the cor
/ pOratiOn itself. collectively, and shall b.
delivered to the office of the corporation
| not less than ten 10) days prior to the
application for transfer of the stock The
corporation shall transmit this offer to
the respective then stockholders. and the
stock of the stakeholder desiring to sell
shall be distributed pro rata among such
of the other stockholders as desire TO
purchase in the proportions in which the
holdings of the stockholders DESTROYS OF
purchasing bear to each other; provided.
that the other stockholders desiring To
buy shall not be required 10 take all OF
the stock of the stakeholder desiring to
sell, but shall have the option to take
any part of Ii, at the price at which
bona nde offer may have been received
by the stakeholder desiring to SELL for
the whole amount offered: and if the
total which the other stockholders desire
TO purchase is less than the total offered
for sale; then; after each of the other
stockholders shall have taken and paid
for the amount of stock which he or she
desires to buy. the remainder untaken
shall be open for purchase by the cor
poration itself; and unless prohibited by
law, the corporation may itself use and
apply its surplus earnings or accumu-
lated profits to the purchase, from any
stakeholder desiring to sell. of any pur.
ton of that stockholders stock which
none of the other stockholders may de-
sire TO acquire, at the same price as said
stock shall have been offered TO the other
stockholders; provided. that the corpor-
aton shall not apply any of its capital
to the purchase of such stock. The cor.
pOration shall have the right to refuse
10 transfer any stock long as tn;
shareholder demanding the transfer is in
any way indebted to the corporation, and
the corporation shall have a lien, pledge
ana privilege on each share of stock To-
secure any indebtedness due by thu
shareholder to the corporation. Should |
N hn SfA IT. -
desired by any of the other stockholders,
and should the corporation itself be un-
willing or unable to purchase any of the !
same out of its surplus earnings within |
ten tlO) days from the receipt at the |
corporations office of the written offer |
to sell, then, and only then, shall the |
Sockholder desiring to sell be entitled to |
transfer such undesired portion of the |
STOCK TO such person or persons as ha |
may see MT. for not less than the price |
at which he or she has offered the stock |
to the other then stockholders and to the |
corporation: The provisions of this
each certificate issued by the corpora |
ton. and shall be binding upon every
person now or hereafter becoming a |
stockhoider in this corporation, ali of
visions hereof, and all pledges. hypothe-
cations or other encumbrances of said
stock, shall be subject hereto
ARTICLE V. Except as otherwise
herein provided, all the powers of this
corporation shall be vested in and exer-
cised by Board of not less than three
or more than seven directors each OF
whom SHAH own in his own right at LEAST
one ID .full-paid and unpledged share of
the capital stock The first Board o,
directors shall consist of three directors |
ana said Board shall have the power for |
the hrst year of the corporate existence |
oy unanimous vote, to increase the num-
per OF directors to any number not
exceeding seven and to fill the vacancies
mus created. Thereafter the Stockholders
ut the annual meeting each year for the
election Of directors shall designate tha
NUMBER or directors for the ensuing wear.
The said Board of Directors shall bo |
elected annually, by ballot, at the annual
meeting of the corporation to be held on
the last Wednesday in January in each
year, after notice given to each stock
holder by mail, addressed to his or her
iast known postofice address, at least
Ten tlO) days before the date of the
meeting. The Board of Directors. AT
their hrst meeting following each annual
election, shall elect from their number
a PRESIDENT, one or more Vice Presidents.
ana also tbut not necessarily from their
humber) Secretary Treasurer. and such
other Officers as they may deem neces-
sary. The Board shall have power. In
IT'S discretion, to unite two or mora
othces and to confer the same upon ene
person. to disnenSa w;th ,