The Winslow mail., 1925-09-25

may determine whether and to
what extent, and at what times and
places and under what conditions
and regulations, the accounts and
books of the company (other than
| the stock ledger, or any of them,
shall be open to the inspection OF
the stockholders; and no stock
holder shall have any right to in.
spect any account or book or doc
ument of the company, unless ex-
pressly so authorized by statute or
by a resolution of the stockholders
or the directors. y
The directors in their discretion
may submit any contract or act for
| approval or ratification at any an
nual meeting of the stockholders
or at any meeting of the stockhold-
ers called for the purpose of con-
| sldering any such act or contract,
and any contract or act that shall
be approved or be ratified by the
] vote of the holders of a majority
of the capital stock of the COM
pany which is represented in per-
son or by proxy at such meeting
! (provided that lawful quorum of
stockholders be there represented
in person or by proxy shall be as
valid and as binding upon the cor
| porat1on and upon all the stock
holders, as though it had been ap-
proved or ratified by every stock
holder Of the corporation, whether
or not the contract or act would
| otherwise be open to legal attack
| because of directors interest, or
for any other reason.
The directors shall also have
| power, without the assent or vote
of the stockholders, to make and
alter Bylaws of the corporation;
to fix the times for the declaration
and payment of dividends; to fix
and vary the amount to be reserved
as working capital; to authorize
and cause to be executed mortgages
and liens upon all the property of
the corporation, or any part there
of.
The directors shall also have
power, with the consent in writing
of majority of the holders of the
voting stock issued and outstand-
ing, or upon the affirmative vote
of the holders of a majority of the
stock issued and outstanding hav-
ing voting power, to sell, lease or
exchange all of its property and as
sets, including it's good will and
it's corporate franchises, upon such
| terms and conditions as the Board
of Directors deem eXpedient and
| for the best interests of the cor
poration; to determine the use and
disposition of any surplus or net
profits over and above the capital
stock paid in, and in their discre-
tion the directors may use and ap-
ply any such surplus or accumulat-
ed profits in purchasing or acQuir-
ing the bonds or other obligations
or shares of capital stock of the
corporation, to such extent and in
such manner and upon such terms
as the directors shall deem expe-
dent; but shares of such capital
stock so purchased or acquired
may be resold unless such shares
shall have been retired for the
purpose of decreasing the corpOr-
atoms capital stock as provided by
law.
In addition to the powers and
authorities hereinbefore or by
statute expressly conferred upon
them, the directors are hereby en-
powered to exercise all such pow
ers and do all such acts and things
as may be exercised or done by the
corporation; subject, nevertheless,
| to the provisions of the statutes of
Delaware, of this certificate, and
to any Bylaws from time to time
made by the stockholders; provid-
ed, however, that no Bylaws so
made shall invalidate any prior
act of the directors which would
have been valid if such Bylaws
had not been made.
INWITNESS WHEREOF, we
have hereunto set our hands ahd
seals, the 29th day of August, 1925.
E. E. CRAIG, N.S.)
j. M. TOWNSEND, (LS.l
M. S. COOK, (L.S)
In presence of:
c. H. JARVIS,
AS TO ALL
STATE OF DELAWARE,
COUNTY OF KENT, IS.
BE 1T REMEMBERED that on
this 29th day of August, A. D.,
1925, personally came before me,
G. H. Jarvis, a Notary Public in
and for the County and State afore-
said, E. E. Craig, ]. M. Townsend
and NJ. S. Cook, parties to the fore
going certificate of incorporation,
known to me personally to be such,
and severally acknowledged the
said certificate to be the act and
deed of the signers respectively and
that the facts therein stated are
truly set forth.
GIVEN under my hand and seal
of office the day and year afore-
said. G. H. JARVIS,
(Notarial Seal) Notary Public
STATE OF DELAWARE
Office of Secretary Of State
l, VIM. G. TAYLOR, Secretary, 0f
State of the State of Delaware, DO
HEREBY CERTIFY that the above
and foregoing is true and correct
cOnv of Certificate of IncOrDOra-