The Winslow mail., 1926-04-30
LEGAL ADVERTISEMENTS

without any dCCIOu on the part
of the stockholders; but the bv-
laws made by the Directors and
the powers so conferred may
be altered or repealed by the
Directors or stockholders.
(b) To fix, determine and
vary the amount to be main
tanned as surplus, and subject
to the other provisions and re-
quirements of this Certificate of
Incorporation the amount or
amounts to be set apart or re-
served as working capital.
(c) By resolution passed bv
a majority of the whole Board,
to designate three or more of
their number to constitute an
Executive Committee, which
Committee, to the extent pro-
vided in said resolution or in
the bylaws of this corporation,
shall have and exercise except
when the Board of Directors
shall be in session any and all
of the powers of the Board of
Directors and the management
of the business and affairs of
this corporation and have DOW
er to authorize the seal of this
Corporation to be affixed to all
papers which may require it.
(d) To authorize and cause
to be executed mortgages and
liens without limit as to
amount, on the real and per-
sonal property of this Corpor-
alton.
(e) To sell, exchange. as
sign, convey or otherwise dis
pose of part of the property,
assets and effects of this Cor
p"rati"r less than the whole or
less than substantially the
whole thereof, on such terms
and conditions as they shall
deem advisable, without the as
sent of the stockholders in
writing or otherwise.
(f) With the consent in
writing of or pursuant to a
vote of, the holders of a ma
jority of the number of shares
of capital stock issued and out
standing to sell, exchange, as
sign, transfer and convey or
otherwise dispose of the whole,
or substantially the whole of the
property, assets, effects and
good will of this Corpora
tion (including the corporate
franchise and other intangible
property of this Corporation),
upon such terms and conditions
as the Board of Directors shall
deem expedient ana for the
best interests of this Corpora
ton.
(g) From time to time to
determine whether and to what
extent and at what time and
place and under what condi-
tions and regulations the ac-
counts and books of this Cor
poration, or any of them, shall
be open to the inspection of any
stockholder; and no stockhold-
er shall have any right to in
spect any account, book or doc
ument of this Corporation ex-
cept as conferred by statute or
the bylaws or as authorized by
resolution of the stockholders
or Board of Directors.
Article XI.
This Corporation may in it's by
laws confer powers upon it!
Board of Directors in addition tt
the foregoing and in addition tt
the powers and authorities ex
pressly conferred upon them BY
the laws of the State of Delaware
Article XII.
The stockholders and Board Of
Directors shall have power, if The
bylaws so provide, to hold theil
meetings and to keep the books o-
this Corporation Except such a.
are required by the law of the
State of Delaware to be kept il
Delaware) and documents anc
papers Of this Corporation out
eide the State of Delaware, anC
to have one or more offices with
in or without the State of Del.
aware at such places as may be
designated from time to time by
the Board of Directors.
Article XIII.
All of the powers Of this Cor.
loration, in so far as the same
may be lawfully vested by this
Certificate of Incorporation in the
Boari of Directors, are hereby
conferred upor the Board of Di
rectors of this Corporation.
Article XIV.
This Corporation reserves the
right to amend, alter, change, ado
to or repeal any provision con-
tanned in this Certificate of In
corporation in the manner now or
hereafter prescribed by statute,
and all rights and powers con-
ferred by this Certificate of In
corporation on stockholders, di-
rectors and officers are granted
to this reservation.
WE, THE UNDERSIGNED, be-
ing each of the original subscrib-
ers to the capital stock hereinbe-
fore named, for the purpose of
forming a corporation to do bust