The herald., 1922-12-07
CHARTER.

ARTICLE III.-The objects and pur-
poses for which this corporation is or
ganized and created. and the nature of
the business to be carried on by il, are
declared to be as follows:
To engage in and conduct the general
practice of dentistry; to conduct a labor
atory; to buy, sell, manufacture, and
generally to deal in all articles, instru-
ments, apparatus and products Of dental
laboratories, connected with or relating
to the practice of dentistry; to do and
perform all things appertaining to and
incidental to the carrying out and proper
execution OF the objects and purposes
hereinabOve mentioned.
ARTICLE Iy.-The capital stock OF
this corporation is hereby fixed at the
sum Of five thousand dollars (x5OOO OO)
and shall be divided into and represented
by nifty 500 shares of one hundred dol
lars (s1O0OO).
Said stock shall be paid for in cash. or
Dy property, or services actually rendered
to the corporation, or other equivalent of
cash. as provided by law, and in such
manner and at such time and in such in
stalments as may be prescribed by the
Board OF Directors.
This corporation shall become a going
concern and shall be authorized to com
mence business soon as all OF its CAPT.
tai stock shall have been subscribed and
nifty per cent OF all stock subscribed for
cash or its equivalent.
ARTICLE v-The capital stock OF this
corporation may be increased to the sum
OF ten thousand dollars C$10OOOOO) by
vote OF two thirds of all the stock presen,
or represented at special meeting called
for that purpose, or at a regular annual
meeting OF the corporation.
ARTICLE vI-AII certificates Of stock
issued by this corporation shall be signed
by the President and countersigned by
the Secretary.
The stock Of this corporation can be
transferred only on the books Of the cor
poration. and subject to such regulations
and formalities as may be by the Board
Of Directors from time TO time pre-
scribed. No stakeholder shall he per
mftted to sell or otherwise dispose Of his
stock without first offering the same in
writing to the other stockholders, through
the Board Of Directors. at a price not
exceeding the book value thereof; and
said stockholders in proportion to their
holdings, shall have an option and first
right to purchase. at the book value OF
such stock. on December 31st last pre-
ceding, all the shares Of stock to be thus
disposed Of by sale or otherwise of any
OF the stockholders. and shall have pc
riOd OF ten days In which to accept or
decline said offer. Should the stockhold-
ers decline to purchase said stock then
such stakeholder Is at liberty to sell or
any manner and at any price he may
deem At.
Each share OF stock IL issued herein upon
the condition and understanding that
no stakeholder shall sell or otherwise
transfer his stock In violation hereof, and
any such sale or transfer, II made. shall
be void, and this corporation shall be
under no obligation to list said stock on
its books or to regard the holder Of the
certificate thereof.
ARTICLE yII.-The corporate powers
OF this corporation shall be vested in
and exercised by board Of not less
than three nor more than six directors,
at the option OF the stockholders, two to
constitute a quorum when there are three
directors; three to constitute quorum
when there are more than three and less
than six directors; and four TO constitute
a quorum should there be six directors
for the transaction OF business The di.
rectors Of the corporation may vote in
person or by written or telegraphic proxy
at any Of the meetings Of the Board OF
Directors: and the Board Of Directors
may delegats any Of its powers to any
officer or officers. or any other represen-
tative Of the corporation, by appropriate
resolution to that effect
The first Board Of Directors Of this cor
Doration shall he composed OF the fol-
lowing: Joseph T. Faust. Ernest Clinton
Swanson. Robert Faust with the follow
ing as officers: Joseph T. Faust. Presi-
dent and Treasurer; Ernest Clinton
Swanson. Vice President and Manager:
Robert Faust. Secretary; and they shall
serve until the third Tuesday In Novem-
Der. 1923
The directors shall be elected annually.
at meeting held on the third Tuesday
in November after such dae. Notice OF
said meeting shall be given fifteen days
prior to the date of said meeting, in
writing. sent by mail to each stock
holder, at his last known place of resi-
dence. The Board of Directors may
change the date of said annual meeting
to any other date, by written notice to
that effect, sent at least fifteen days
prior to the date to which said annual
meeting shall be changed, directed by
mail to each stakeholder, at his last
known place Of residence.
Each stakeholder shall. at such annual
meeting or other meeting, general or
special. be entitled. in person or by
proxy written or telegraphic. to one vote
for each share Of stock owned by him.
The election shall be held under such
rules and regulations as may be from
time to time determined by the Board
of Directors.
The directors. when elected. shall hold
ONCE for one year, or until their success
sors shall have been elected and qualified.
and failure to hold the annual meeting OF
stockholders. or to elect annually direc-
tors, shall not operate the forfeiture Of
this charter or any rights Hereunder.
Any vacancy occurring in the Board Of
Directors may be filled by the directors
for the unexpired term.
ARTICLE VIII-This charter and act
OF incorporation may be changed. modi-
fed. altered or amended by and with the
consent Of three-fourths of all the stock
present or represented at a meeting gen
eral or special, held for that purpose;
and such amendments may be materiaI
or immaterial, subject only to limitation,
as may be by law provided; and this
shall have the right and