The herald., 1922-01-05
CHARTER.

services actually rendered unto the salu
corporation, but said stock shall not be
issued for less. than par.
ARTICLE VI-This corporation shall
begin business and be n going concern
when twenty five thousand and OO/lOO
(S25OOOOO) dollars of stock shall have
been subscribed for and paid IN.
Whenever an increase of said capital
stock shall have been authorized. fifteen
days written notice shall be given to each
stakeholder within which time the pres
cnt stockholders in the corporation shall
have the right to subscribe to said In.
crease of stock in proportion to the mum
her of shares of stock held by them and
| which shares shall be paid for at such
time and in such manner as the board of
directors may direct. After the eNpira'
ton of the said time for subscriptions and
payment. the board of directors may dis
| pose of the shares not taken, for the bene'
| nit of the corporation, in such manner as
| they may think proper, at not less than
! par.
| ARTICLE Vino stockholGer shall
sill or otherwise dispose of any share or
: shares of the capital stock of this cOrpo-
| ration until ten days prior notice or such
| intent to do so shall have been given In
writing to the corporation, during which
! time any one or more Of the stockholders
! shall have the privilege of purchasing
| said stock so offered at the actual value,
| based upon the books OF the corpora
| ton.
All transfers of stock shall be made on
| the books of the corporation by surren-
! daring the certificate thereof to the pre-
siding officer, who shall write the word
| cancelled" prominently across the race
thereof and erase the presidents sigma
| ture therefrom before issuing new eeb
| tifcate.
ARTICLE VIII-At all elections by or
| meetings of the stockholders each share
| shall be entitled to one vote to be cast
either by the person in whose name the
| stock appears on the books OF this cor
pOratiOn at the time of voting by an
attorney holding said stockholders writ
| ten proxy.
ARTICLE IX-The business and cor
| porate affairs of this corporation shall be
transacted by a board of directors Of not
less than three directors, nor more than
| i've directors, to be composed of stock
holders thereof and they and each of them
shall be elected at a meeting to be held
for that purpose
Any vacancies in the board of directors
so elected shall be filled by the said
81 Huling street Memphis, Tennessee :;
Corley Gee Price, go SO. Trust Building.
Little Rock, Arkansas; Charles c. ThOmp-
son. 66 Huling street, Memphis, Tennes-
see; Russell H., Thompson, 323 West
Second street, Little Rock, Arkansas.
shall constitute the first board of direc-
tors and shall hold office until the first
Tuesday after the second Monday in Ne
vember, 1922, or until their successors
are elected and qualified, and each sub
mediately following their election, or as
soon thereafter as practicable and shall
hold their office until their successors
shall have been elected and qualified. The
directors hereinabove named shall elect
their own officers.
The officers elected and designated TO
serve until the first Tuesday after the
second Monday in November, 1922, or
until their successors shall be elected. are
as follows: Everett s. Thompson, presi-
see; Corley Gee Price, vice-president. 622
SO. Trust Bldg, Little Rock, Ark. !;
Charles &. Thompson, second vice-p resi-
dent. 60 Huling Street, Memphis, Tenn;
Russell ii. Thompson, treasurer, 323 West
Second Street, Little Rock. Ark.
On the first Tuesday after the second
Monday In November, 1922, and annually
thereafter. an election of directors by
stockholders shall be held at the Office of
the corporation after fifteen days notice
thereof shall have been given by publica
tiOn in one of the daily papers in this
city, by three publications thereof dur
ing said time, the first to be made fifteen
days prior to said meeting. Every board
of directors shall, at its first meeting af-
ter its election or as soon thereafter
practicable, elect from their own number
a president, vice-president, second vice
president and treasurer. The board of
v,
may or not be a member of the board.
The office of the secretary and treasurer
may be filed by one and the same person
ut the discretion of the board.
\ failure to elect directors on the date
above specified shall not dissolve the cor
poration, but the then existing board of
directors shall continue in office until
their successors are elected. Fifteen days
prior notice shall be given in the manner
hereinabove provided, which notice shall
be full and complete notice to all stock
holders of such meeting.
Any director shall have the right to be
represented at any meeting of the board
of directors of this corporation, by an
attorney holding said directors written
proxy.
The majority of the members of said
board of directors shall constitute a QUO
rum for the transaction and management
of all business of said corporation. They
may make such bylaws, rules and regu-
lations as they may think proper for the
transaction Of the business and affairs
of said corporation, and change, alter and
amend same<at pleasure; appoint and fix
salaries of all officers, clerks and en-
ployees, the same to change and dismiss
at pleasure, fix salaries for officers pro-
vided for herein; sell, convey, mortgage,
pledge, lease ana purchase property,
movable, immovable and personal, Dor
money, make contracts and sign and
cause to be signed all necessary acts
deeds, etc, to take judicial proceedings
in the name and on behalf of this cOrpo-
ration, and to do all things which may be
necessary to be done in the management
of said business and may be permitted
by laws applying to corporations and de-
clare dividends.
ARTICLE X-This act of incorpora-
ton may be changed, modified or altered |
or said corporation may be dissolved
with the assent of twO-thirds of the
amount of stock present or represented
at any general meeting of the stock |
holders of said corporation, convened for |
that purpose, after previous notice gisen |
in the manner hereinabOve set forth in |
Article IN. But any and all meetings of !
stockholders, whether for purpose of |
liquidation or for any other purpose |
may be held at any time without notice, |
by unanimous consent of all stockholders |
In writing filed with the secretary.
ARTICLE XI-The president, or acting |
president. may in his discretion and |
snail upon the written request of one |
can a special meeting of the |
stockholders of this corporation.
ARTICLE XII-No stakeholder shall
ever be liable or responsible for the con-
tracts or faults of this corporation in any |
further sum than the unpaid balance due |
10 the company on the shares owned by or
subscribed for by him; nor shall any in
'ormality in the organization have the eff.
feet OF rendering this charter null or of |
the stockholders to any liza
bility.
ARTICLE XIII-Wheneyer this cor
DOratiOn is dissolved either nv Iiritation \