The herald., 1922-12-21
CHARTER.


ARTICLE III.-rhe objects and pur.
poses for which this corporation ia or.
gained and created, and the nature of
| the business to be carried on by it, ara
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 IV.-The capital stock OF
this corporation is hereby fixed at the
| sum Of five thousand dollars $4,000 OOl
| and shall he divided into and represented
| by fifty 900 shares of one hundred dol
| lars ($10O0O).
Said stock shall be paid for in cash. or
by 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 as soon as all OF its cant
tai stock shall have been subscribed and
fifty per cent of all stock subscribed for
shall in fact have been paid for, either in
UT
ARTICLE V.-The capital stock Of this
corporation may be increased to the sum
Of ten thousand dollars $50. OOOO0) by
vote of two thirds Of all the stock present
or represented at a special meeting called
for that purpose, or at n regular annual
meeting OF the corporation.
ARTICLE VI-All 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 formalties as may be by the Board
Of Directors from time to time pre-
scribed. No stakeholder shall lie per-
mitted 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 a pc
Rod 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
dispose OF the stock. and may do so in
any manner and at any price he may
deem fit.
Each share of stock is 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. IL made. shall
be void and this corporation shall be
under no obligation to list said stock on
it's books or to regard the holder of the
certificate thereof.
ARTICLE VII.-The corporate powers
OF this corporation shall be vested in I
and exercised by a board Of not less |
than three nor more than six directors. !
al the option Of the stockholders, two to /
constitute quorum when there are three /
directors; three to constitute a quorum /
when there are more than three and less |
than six directors; and four to constitute |
I quorum should there De six directors
'or the transaction of business. The d.
-ectors of the corporation NAV vote In
person or by written or teegraphic proxy
it any Of the meetings of the Board OF
and the Board of Directors
nay delegate any of its powers to any
ative of the corporation, by appropriate
resolution to that effect
The first Board of Directors Of this cor
'oration shall be composed of the fol-
owing: Joseph It. Faust, Ernest Clinton
swanson, Robert Faust with the follow
ng as officers: Joseph T. Faust. Presi-
lent and Treasurer; Ernest Clinton
swanson, Vice-President and Manager:
robert Faust, Secretary; and they shall
erve until the third Tuesday in Novem-
er, 1923.
The directors shall be elected annually.
I meeting held on the third Tuesday
November after such dae. Notice Of
aid meeting shall be given fifteen DAYS
rior to the date of said meeting, in
'riting' sent by mail to each stock
Older, at his last known place Of resi-
ence. The Board Of Directors NAV
hange the date of said annual meeting
Q any other date, by written notice to
nat effect, sent at least fifteen days
rior to the date to which said annual
leeting shall be changed, directed by
lail to each stakeholder, at his last
nOwn place Of residence.
Each stakeholder shall, at such annual
leeting or other meeting, general or
pecial, be entitled, in person or by
roxy, written or Geographic, to one vote
DR. each share of stock owned by him.
he election shall be held under such
lies and regulations as may be from
me to time determined by the Board
Directors.
The directors, when elected, shall hold
NICE Tor one year, or until their success
'rs shall have been elected and qualified,
no Iallure TO hold the annual meeting of L
ockhoiders, or to elect annually direc-
'rs, shall not operate the forfeiture Of
us charter or any rights Hereunder.
Any vacancy occurring in the Board of
irectors may be filled by the directors
n the unexpired term.
ARTICLE VIII-Tms charter and act
incorporation may be changed, modi-
I'd, altered or amended by and with the
'nsent Of three-fourths Of all the stock
resent or represented at a meeting gen
al or special. held for that purpose:
nd such amendments may be materiaJ
; immaterial, subject only to Limitation,
may be by law provided; and this
'rporation shall have the right and
,wer to increase its capital stock, as
,reinbefore set out, and any increase of