The Winslow mail., 1925-01-02

ment of this corporation except as
conferred by statute, unless authoriz-
ed by resolution of the stockholders
entitled to vote, or Directors.
CD If the bylaws so provide, to
designate two or more Of its num-
Der to constitute an executive commit
tee, which committee shall for the
time being, as provided in said reso-
luton or in the bylaws of this cor
poration, have and exercise any or
all the powers of the Board of Di-
rectors in the management of the
business and affairs of this corpora
! ton, and have power to authorize the
seal of this corporation to be affixed
to all papers which may require it.
(4 Pursuant to the affirmative
vote of the holders of at least a ma
jority Of the stock issued and out
standing, having voting power, Civ
ing at a stockholders meeting duly
called for that purpose, or when au
thorized by the written consent of at
least a majority Of the holders of the
voting stock issued and outstanding
the Board of Directors shall have
power and authority at any meeting
to sell, lease or exchange all the
property and assets of this corpora
tion, including it's good will and it's
corporate franchises, upon such terms
and conditions as it's Board of Do
rectors deem expedient and for the
| best interests of the corporation.
(5) This corporation may in it's
bylaws confer powers upon it's di
rectors in addition to the foregoing,
and in addition to the powers and
authorities expressly conferred upon
them by the statute.
Article XXI.
| POWERS o F STOCKHOLDERS
AND DIRECTORS-Bot stockholders
and directors shall have power, if the
bylaws so provide, to hold their
meetings, and to have one or more
offices within or without the State Of
Delaware, in addition to the principal
office in Delaware, an dto keep the
books of this corporation (subject to
the provisions of the statutes), out
side of the State of Delaware at such
places as may be from time to time
designated by the Board of Directors.
Article XXI
POWER OF AMENDMENT
corporation reserves the right to
amend, alter, change or repeal any
provision contained in this certificate
of incorporation, in the manner now
or hereafter prescribed by statute, and
in these Articles, and all rights con-
ferred upon stockholders herein. are
granted subject to this reservation.
WE, THE UNDERSIGNED, being
each of the original subscribers to
the capital stock hereinbefore named
for the purpose of forming corpo-
ration to do business both within and
without the State of Delaware, and
in pursuance of the General Corpo-
ration Law of the State of Delaware,
being Chapter 65 of the Revised Code
of Delaware, and the acts amenda-
tory thereof and supplemental there
to, do make and file this certificate,
hereby declaring and certifying that
the facts herein stated are true, and
do respectively agree to take the
number of shares of stock hereinbe-
fore set forth, and accordingly have
hereunto set our hands and seals this
18th day of December, A. D. 1924.
w. H. DANNAT PELL (sEAL)
HARVEY B. HARTSOCK (SEAL)
T. L. CROTEAU (SEAL)
In presence Of
P. F. GORDON,
as to w. H. Dannat Pell
and Harvey B. Hartsock.
HERBERT E. LATTER,
as to T. L. Croteau.
STATE OF NEW YORK
COUNTY OF NEW YORK }
BE 1T REMEMBERED that on this
18th day of December, A. D. 1924, per-
sonally came before me, MARY V.
CONNOLLY, a Notary Public for the
State of New York, w. H. Dannat
Pell and Harvey B. Hartsock, parties
to the foregoing certificate of incor-
poration, 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 aforesaid.
MARY V. CONNOLLY,
Notary Public.
Notary Public NJ Y. County No. 391
Reg. No. 51S4 Cert. Filed Kings County
Term Expires Marcn oU, 1870.
MARY v CONNOLLY,
Notary Public,
N Y. County.
STATE OF DELEWARE
SIS.
COUNTY OF NEW CASTLE }
BE 1T REMEMBERED that on this
18th day of December, A. D. 1924, per-
sonally came before me, Herbert E.
Latter, Notary Public for the State
of Delaware, T. L. Croteau, a party
to the foregoing certificate of incor-
poration, known to me personally to
be such, and he acknowledged the
said certificate to be the act and deed
of the singer respectively and that the
fact therein stated are truly set forth.
GIVEN under my hand and seal OF
office the day and year aforesaid.
| HERBERT E. LATTER,
! Notary Public.