The herald., 1922-03-02
CHARTER.

Dollars CSlO.00000D which capital stock
may be increased in the manner provided
by law To- the sum of Twenty-Five Thou
sand Dollars (S25 .OOOOO).
The presently authorized capital stock
of this corporation shall consist of one
hundred 0OOD shares of the par value
of one Hundred Dollars (SlOOOOJ eacai
il shall be represented 10y certificates,
shall be full paid and worcestershire
when issued. shall he issued only for
labor done or for property actually re-
ceivrd, or for cash Ia he paid at sucn
times and in such amounts and after
such notice may be determined by the
Board of Directors, and shall be per
sOHal property. No transfer OF sald
capitnl stock shall he binding upon this
corporation unless made in accordance
with its charter and bylaws, and re-
corded on the books thereof.
ARTICLE V. No stakeholder may sell,
assign or transfer his stock in this cor
pOration without giving to the other
stockholders, through the Secretary
Treasurer of this corporation, notice In
writing of such intention. and the other
stockholders shall have the right for
period of thirty days from the delivery
of such notice TO the Secretary Treasurer
to purchase all or any part of the stock
of such stakeholder for cash at the book
value thereof after which thirty days
the said stock may be sold without re-
strictiOn.
Whenever the employment Of any
stakeholder by this corporation Il ter
minated either by death, resignation. dis
mis>al. lapse Of time or otherwise. the
other stockholders shall have the right
for thirty days from the date of such
termination To purchase all or any part
of the stock of such stakeholder for cash
at the book value thereof, after which
thirty days the said stock may be sold
without restriction.
Other stockholders desiring 10 pur-
chase stock under this article must in
due time give notice of such desire 10
the Secretary Treasurer of this corpor-
alton. In the event that the other stock
holders offer to buy more stock than Is
offered for sale. stockholders Offering 10
buy shall be entitled to buy the offered
stock in the ratio of their then stock
holdings in this corporation. For the
purposes of this article, the book value
shall be determined by the figures as
shown on the last financial statement
No sale or other transfer or assign
ment of stock in this corporation shall
be valid until and unless opportunity
TO purchase such stock has first been
given in the manner hereinabove provid-
ed TO the other stockholders of this cor
poratiOn; and this right SO vested IN the
other stockholders shall follow into any
hands into which IL may pass any stock
sold, transferred or assigned without
such opportunity being given, and may
be exercised against the holder or holders
thereof within ninety 900 days after such
stock is rendered for transfer on the
books of this corporation. and no trans
fer of any such stock shall be made on
the books of this corporation during the
tendency of said ninety 900 day period.
ARTICLE yI-All the corporate powers
of this corporation shall be vested in ana
exercised by a board of three 90 directors,
each of whom shall hold in his own name
g eAn OF nf
poration. Said board of directors shall
be elected annually on the first legal day
in January of each year beginning with
1923. All such elections shall be by pal
lott at the office of this corporation I'M
| der the supervision of three commissioners
to be appointed by the board OF directors.
and in the absence of. any commissioner
the president shall have the power TO NIL
the place by appointment: of all such
elections as well as Of all meetings OF
stockhC lders. except for the purpose OF
liquidation or dissolution or as otherwise
required by law. fifteen days notice shali
be given by mailing to each stockhoider
who appears as such on the books OF TINS
corporation at his last designated address,
or care of general delivery at Montgomery
Alabama. If he has not designated an al
dress. notice stating the time ana piace
of the meeting. Each shareholder shall
| be entitled to one vote for each share of
| stock standing in his name on the books
! of this corporation, to be case In person
or by proxy, and n majority OF the votes
east shall elect. Failure to elect directors
| on the day above specified shall not dis
| solve this corporation. but the directors
| then in office shall remain In office until
their successors are elected ana qualIleu
Due notice Of another election shall forth,
with be given as above provided Tor. ana
such notices Of election shall be continued
to be given until an election is had.
ARTICLE What its first meeting
each board of directors. shall elect from
| vice.
dent. and a secretary treasurer, and shall
| from time to time as II sees mt, appoin,
| or employ such other employees as II shal
| deem necessary. The board OF directors
| shall have full power and authority 10 NJ
| the salaries of ell officers and of all such
| other employees at 1t may deem neces,
| sary. and to make and establish, as wei
as to alter and amend all bylaws, ruies
and regulations necessary and proper 1oi
the conduct and management OF the ousl-
ness and affairs of this corporation not IN
| consistent with this charter; 1t shall also
have full power and authority TO DO al
acts and things reasonably necessary LOT !nt
proper carrying on of the business OF TINS
| corporation. and to carry out the OBJECTS
and purposes for which this corporation II
organized. including the borrowing or none!
necessary for the ordinary business opera
tions of this corporation, and through tine
president or some other duly authorized
person or persons to execute ana Issue
| therefor notes or other obligations OF tnls
corporation on such terms as III its juus
ment may be advantageous; 1t shall also
! have full power and authority TO issue and
deliver full paid shares of stock OF TINS
| corporation for money, labor, services
property or rights actually received by
| this corporation. and to fill all vacancies
that may occur in its membership. A ma
! iority Of the directors present either In
person or by proxy shall constitute q
quorum for the transaction of any busi-
ness. and at any meeting Of the board any
| director absent therefrom may be repre-
scented by proxy.
ARTICLE VIII. Until the first annual
election for directors to be held under
this charter, or until their duly qualified
successors are elected and installed, the
| Board of Directors Of this corporation
shall be composed of: Harry N. Wheeler
whose postoffice address is Go Harry
Wheeler Shoe Store. Montgomery, Ala.
\ Charles A. Patterson. Jr., whose post
office address Is e/o Harry Wheeler shoe
| store. Montgomery, Ala, and Miss An
toinette Carnahan. whose postoffice ad'
dress is Go Union Bank and Trust Com
pany. Montgomery. Ala, with Harry n
wheeler as President. Charles A. Pat
| terson, Jr., as vice-President and Miss
| Antoinette Carnahan as Secretary