The herald., 1922-04-06
CHARTER.

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shoes slippers, boots and all kinds OF
footgear and hosiery, and articles gen
orally handled in connection Herewith
and generally to carry on any other bus
mess which under the law ii may be
entitled to carry on, which may seem
to the corporation to be calculated,
directly or indirectly, to effect the afore-
said objects and purposes, or either or
them, or to facilitate the corporation in
the transaction of its aforesaid business
or businesses or any part thereof, or in
the transaction of any other lawful busI-
ness that may be calculated directly or
Indirectly to enhance the value of or to
render profitable any of the corporations
property and rights, and generally to
hold and exercise all such incidental
powers and privileges and to do and per
form all things as relate to the objects
and purposes hereinabOve set forth, OF
as may be needful, necessary, proper
useful or convenient for effecting said
objects and purposes, or either of them
ARTICLE ". The authorized capital
of this corporation is hereby fixed at and
declared to be the sum of Ten Thousand
Dollars (SlO,OO00O), which capital stock
may be increased in the manner provided
by law TO the sum of Twenty five Thou
sand Dollars ($25 0OO.O0).
The presently authorized capital stock
of this corporation shall consist of one
hundred 900 shares of the par value
it shall be represented by certificates,
shall be full paid and worcestershire
when issued. shall be issued only for
labor done or for property actually re-
ceived, or for cash to be paid at sucn
times and in such amounts and after
such notice as may be determined by the
Board of Directors, and shall be per-
Sonal property. No transfer of said
capital stock shall be 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 cooperation, 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 is ter
minated, either by death, resignation, dis
missal, 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 to pur-
chase stock under this article must in
due time give notice of such desire to
the Secretary Treasurer of this corpor-
alton. In the event that the other stock
offered for sale, stockholders Offering to
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 Ii 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 (90) 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
of said ninety (90) day period.
ARTICLE yI-All the corporate powers
Of this corporation shall be vested in and
exercised by board of three 90 directors,
Zach of whom shall hold in his own name
It least one share of the stock of this cor
poratiOn. Said board of directors shall
De elected annually on the first legal day
IN January of each year beginning with
1923. All such elections shall be by bal
ott at the office of this corporation I'M
Ter the supervision of three commissioners
20 be appointed by the board Of directors,
md in the absence of any commissioner
he president shall have the power to fill
the place by appointment. OF all such
elections as well as of all meetings of
except for the purpose of
liquidation or dissolution or as otherwise
required by law, fifteen days notice shall
De given by mailing to each stakeholder
who appears as such on the books of this
corporation at his last designated address, |
'r care of general delivery at Montgomery
Alabama, If he has not designated an ad-
iress, notice stating the time and place
Of the meeting. Each shareholder shall
De entitled to one vote for each share of
stock standing in his name on the books
IF this corporation, to be case in person |
'r by proxy, and majority Of the votes
asst shall elect. Failure to elect directors |
IN the day above specified shall not dis |
solve this corporation, but the directors |
hen in office shall remain in office until |
heir successors are elected and qualified. !
Due notice Of another election shall forth |
With be given as above provided for, and |
uch notices of election shall be continued |
o be given until an election is had.
ARTICLE What its first meeting, |
,ach board of directors shall elect from |
Is membership a president. a vice-presi- |
lent, and a secretary treasurer, and shall, |
rom time to time as 1t sees fit, appoint |
n employ such other employees as il shall |
ieem necessary. The board of directors |
hall have full power and authority to fix |
he salaries Of all officers and of all such /
,ther employees at ii may deem neces-
airy, and to make and establish, as well |
IS to alter and amend all bylaws. rules
nd regulations necessary and proper for /
he conduct and management of the bust
less and affairs of this corporation not in
consistent with this charter; 1t shall also |
ave full power and authority to do all |
cts and things reasonably necessary for the |
roper carrying on of the business of this
corporation. and to carry out the objects
nd purposes for which this corporation is
rganized, including the borrowing Of money |
necessary for the ordinary business opera
ions of this corporation, and through the |
president or some other duly authorized
,erson or persons to execute and issue
herefor notes or other obligations of this
corporation on such terms as in its judg-
nent may be advantageous; II shall also
ave full power and authority to issue and
eliver full paid shares of stock Of this
corporation for money, labor, services,
property or rights actually received by
his corporation, and to fill all vacancies
GRITTY Of the directors present either in
erson or by proxy shall constitute a
uorum for the transaction Of any bust
pSS and a af he haar I'd |