The Winslow mail., 1926-05-07
LEGAL ADVERTISEMENTS

without any acC1On on the part
of the stockholders; but the by
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be altered or repealed by the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 by
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 corpora ration and have pow
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 a part of the property,
assets and effects of this Cor
p"rati"n 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
vote of, the holders of 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
tion.
(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 its by
laws confer powers upon it.
Board of Directors in addition t
the foregoing and in addition tt
the powers and authorities ex
pressly conferred upon them b!
the laws of the State of Delaware
Article XII.
The stockholders and Board O.
Directors shall have power, if th'
bylaws so provide, to hold thei
meetings and to keep the books O.
this Corporation Except such a
are required by the law Of th'
State of Delaware to be kept il
Delaware) and documents AM
papers of this Corporation out
side the State of Delaware, AM
to have one or more offices with
in or without the State of Del
aware at such places as may b
designated from time to time b,
the Board of Directors.
Article XIII.
All of the powers of this Cor
| loration, in so far as the sam
may be lawfully vested by thi
Certificate of Incorporation in tn
Board of Directors, are hereb'
conferred upor the Board of Di
rectors of this Corporation.
Article XIV.
This Corporation reserves tn
right to amend, alter, change, adj
to or repeal any provision con
tainet IL this Certificate of In
corpcr ration in the manner now O
hereafter prescribed by statute
and all rights and powers con
ferred by this Certificate of In
corporation on stockholders, di
rectors and officers are grantee
subject to this reservation.
WE, THE UNDERSIGNED, be
ing each of the original subscrib
ers to the capital stock hereinbe
fore named, for the purpose o
forming a corporation to do busi
.a LII ,1r;+hin and without th