THURSDf Y, JANUARY 22, 1914.
-IHTltXKS OK IMUKIMMIMION
AM) BY-LAWS
of
Sc-hlatrr A Fltzicr-riiltl (ompuuv.
Known All Men by These Presents:
Tliat we, ttie undersifrned inc-orporat-oi
pursuant to the statutes of the
Htate of Nehraska, in such eases made
ami provided, do hereby associate our
selves as a body politic and incorpor
ate, in the manner and for the pur
poses hereinafter mentioned.
AKTlC'Li: 1.
Tht name of this corporation shall
be ""Schlater FitzKerald Company."
abbreviated title "S. K. toc-k Com
pany."' -AliTlCLK II.
Section 1. The authorized capital
Ftock of this corporation shall be Five
Hundred Thousand $r.OO,OUU Ltollar.s.
divided into Five Thousand ( 5.000
Khares of the par value of one Hun
ireJ ($100,00 1 l'ollars, each of which
Thirty-tive Hundred (o500) shares
shall be preferred stock and Fifteen
Hundred (1500) shares shall be com
mon stock.
Sec. 2. Preferred stock shall from
"amines be first paid dividends after
two years from the date of issue until
retirement at a rate not exceed injc h
per cent per annum, puvable annually,
and shall after payments of dividends
of 8 per cent upon the common stock,
participate equally In dividends with
common stock. Preferred stock shall
have priority in payment in dividends
up to 8 per cent per annum and also
for the payment of the principal
thereof.
Sec. :. The lioard of Directors, may
at its option. redeem any and all
shares of preferred stock at any time
after five years from the date of issue,
bv the payment in cash of t ne Hun
dred and Ten ($110.00 Dollars per
share, and the amount of any accrued
dividends and undivided net profits
then due and unpaid thereon, at the
rate of redemption.
Sec. 4. The holders of preferred
stock shall not be entitled to any vot
Inir power in the corporation.
Sec. 5. When the stock is fully paid.
It shall be non-assessable and the
stockholders shall not lie personally
liable for the debts of the corporation.
Sec. 6. The stock of this corporation
may le paid for either in money, notes,
property, property riRhts. live stock,
macbinerv. tools, and irrigation rights,
merchandise, fixtures, stocks or bonds
of other corporations, or service at
their fair market or reasonable value,
proivded that such property, property
rltrlits. live stock. machinery, tools.
Irrigation rights, merchandise, fixtures,
stocks or bonds, or services are useful
to. necessary for, or required by the
corporation "in its organization, or in
the transaction of its business, and any
stock so issued shall be non-assessable
and fully paid.
AKTICLK III.
The principal place of transacting
the business of this corporation shall
le in the City of Plattsmouth. Ne
braska, but it may have such addi
tional places, at which it mav transact
its business, as may te de determined
bv its Board of Directors, and it shall
le empowered to transact its business
at such subsidiary places of business,
whether within or without the State ol
Nebraska.
ARTICLi: IV.
The general nature of the business
of this corporation shall be breedlns.
raising, buying and selling of live
stock of anv of the races: the main
taining of ranches or farms or elevat
ors or anything pertaining to farm or
ranching; buying, selling and teasing
of rights. ttrivileges and trancluses
real estate and other property to be
used in conducting of a live stock
business or in connection therewith:
buying, selling, making and transfer
ring notes, mortgages, or other evi
dences of indebtedness: to purchase
and sell shares of its own stock: to re
issue and re-sell shares of its own
stock: to contract and transact busl
ness with its own stockholders, incor
porators, officers, or bond holders, the
same as with other parties and to do
nnv nnrt all other acts or things neces
sary for the enjoyment and exercise of
its corporate powers ami existence,
whether conferred upon this corpora
tion by their Articles or By-Laws.
ai:ticlk v.
The highest amour.t of Indebtedness
to which this corporation may at any
time subject itself shall not exceed an
amount equal to one-third (1-3) of Us
paid-up capital stock.
AliTlCLK VI.
This corporation shall commence
business on the 1st nay of January
1W14. and shall terminate on the 31st
dav of December. lit;4, and it shall lie
authorized to transact its corporate
affairs when these Articles of In
corporation shall have been fully filed
as required bv law.
AKT1CLK VII.
The affairs and business of th:s cor
poration shall be conducted by a
board of five Directors and by the
officers hereinafter provided for.
AitTim: vin.
Section 1. The following named per
sons, who shall hold office until their
successors are elected, at the firt reg
ular annual meeting in January, 1913.
shall constitute the first Hoard of
Directors of the comorat ion : Frank
V.. Schlater, Kdward Fitzgerald. James
Fitzgerald. Henry IL Oering. and
Samuel OrlofY. and from their number
the following named persons. who
shall hold orfic-e until their successors
are elected as hereinafter provided,
shall constitute the officers of the cor
poration: President. Kdward Fitz
gerald: Vice President, Henry II. Oer
ing: Secretary and Treasurer, Frank K.
Schlater.
Sec. '1. The regular annual meeting
of the stockholders shall be held on
the second Tuesday of January of
each year at the principal place of
business In the Citv of Plattsmoutb.
Nebraska, at which meeting the Board
of Hirectors shall be elected from
their own number. The Board of
Directors so elected shall hold office
until their successors are elected at the
next succeeding regular annual meet
ing. Vacancies occurring in the Board
of Directors shall be filled as provided
in the By-Laws.
Sec. 3. Special meetings of the
stockholders for the purpose of trans
acting any business. stated or em
braced within the call, mav be held at
anv time upon the call of the Presi
dent. Secretarv, Board of Directors, or
the holders of two-fifths 2-" of the
common stock, after giving fifteen (15
davs' written notice thereof, by mail,
to each of the holders of common stock,
at their addresses, as shown upon the
records of the Corporation. Special
meetings may be held In the City of
Plattsmouth, Nebraska, or at such
other places as mav have been selected
bv the Hoard of Directors for the pur
pose of transacting business.
AKTICLK IX.
The Board of Directors shall. Js soon
as convenient. after their election,
meet and elect, from their own num
ber as officers of the corporation, a
President, a Vice President, a Sec
retary, a Treasurer, who shall hold
office until their successors are elected.
Vacancies occurring among the officers
shall be filled as provided in Vte By
Laws. The office of Secretary and
Treasurer mav be held bv one person.
ARTICLK X.
The shares of stock of said corpora
tion shall le transferable on the books
of the corporation, in accordance with
such rules and regulations as rnay be
adopted by the Board of Directors, but
any stockholder who is about to sell,
dispose of. or transfer his share or
shares of stock in said corporation
must first offer the same to the Board
of Directors, at the same rate for
which be Is about to dispose of, or
sell said share or shares and said
P.oarfl of Directors may purchase such
share or shares at such figure or
price, said purchase to be for the
benefit of the remaining stockholders.
Should anv stockholder dispose of or
transfer his share or shares of stock,
without first offering the same to the
Board of Directors, or should any
stockholder dispose of or transfer his
share or shares at a price or figure
less than the price or figure at which
be offered to sell the same to the
Board of Directors, then and In such
event, the Board of Directors may re
fuse to recognize such transfer or sale.1
and mav cancel and annul said stock
tipon tendering to the holder thereof
the price puid bv him for such stock.
ARTICLK XI.
The Board of Directors shall have
full power and authority to make any
and all rules and By-Laws for the
proper government, management, and
control of the business affairs of this
corporation, and they mav alter and
amend the same. In accordance there
with, provided said amendments do not
conflict with these Articles of In
corporation. AKTICLK XII.
These Articles of Incorporation may
be amended at any regular annual
meeting of the stockholders, called for
that purpose after due notice, pro
vidded that such proposed amendment
be first approved by three-fifths :-5
vote of the entire Board of Directors,
and if so approved, be entered at large
upon the records of said Board. A
draft of any proposed amendment or
amendments, as the case rnay be, may
le presented by any stockholder, and
if approved by the Board of Directors
such amendment or amendments may
be adopted and made a part of the
Articles of Incorporation by a majority
vote of the holders of the common
stock of the corporation issued, present
and voting; provided, however, that a
majority of the common stock issued
must be present either in person or by
proxy. Any amendment or amend
ments so adopted shall thereafter le
subscribed and acknowledged by the
Board of directors and shall then be
recorded and published as provided by
law.
In testimony whereof, we have here
unto set our hands this iOth day of
December. 1H13.
Kxecuted in triplicate In the pres
ence of
K DWA Til FI T'.1 K K A LD,
Fit AN K K. SCI1LATKK.
J AMKS A. FIT.C, i;i:ald,
HKXIIY K. (JKillN;.
SAMI KL OKLOKK.
State of Nebraska.
Countv of Douglas, ss:
On this JOlli day of December. 1913,
before me, Olive NVeiner, a notary pub
lic, duly commissioned for, qualified
and residing in said county and stale,
personally came Henry I:, (iering ami
Samuel Orlolf, to me well known to be
the identical persons whose names are
subscribed to the foregoing Articles of
Incorporation and they severally ac
knowledged the execution of the same
to be their voluntary act and deed for
the purpose expressed in said Article.
In testimony whereof. I have here
unto subscribed my name and affixed
my notarial seal the date last above
written.
(Notarial Seal) OLIVK WKIXEll.
Notary Public.
Mv commission expires August :iil.
1919.
State of Nebraska,
Countv of Cass, ss:
n this 20th dav of December. 1913,
before rne, A. L. Tidd. a notary public,
duly commissioned for. qualified and
residing in said county and state,
personally came Frank K. Schlater,
Kdward Fitzgerald and James Fitz
gerald, to me well known to be the
identical persons whose names are
subscribed to the foregoing Articles of
Incorporation, and they severally ac
knowledged the execution of the same
to be their voluntary act and deed for
the purpose expressed in said Articles.
Intestimony whereof. I have here
unto subscribed my name anil affixed
my notarial .seal the date last above
written.
(Notarial Seal A. L. TIDD,
Notary Public.
Hv commission expires October 5,
1915.
II V
1. S
of
Fltgeralil
Schlater A.
Company.
ATITICLK I.
l--t Ingw of the Stockholder.
Section 1. All meetings of the
stockholders of this corporation, both
regular and special, shall be held at
the office of the company, in the City
of Plattsmouth. State of Nebraska.
Sec. 1. At the annual meeting of the
stockholders of this corporation
directors shall be elected as provided
In Section 2 of Article VIII of the
Articles of Incorporation. and sin li
other business as may properly come
before the meeting may also be trans
acted.
Sec. 3. If for any reason the annual
meeting of the stockholders shall tiot
be held at the time provided in Section
2. Article III. of the Articles of In
corporation, or if the stockholders, at
said annual meeting, shall fail to elect
directors, a special meeting of the
stockholders may be called for that
purpose in the manner provided in
Section 3 of Article VIII of the
Articles of I ncoriiorat ion.
Sec. A. No business other than that
stated in or embraced within the cnll
for any special meeting of the stock
holders shall be transacted or con
sidered at such meetings, except by the
unanimous consent of all holders of
common stock present thereat, either
in person or by proxy.
Sec. ;". It shall be the duty of the
President to call a special meeting of
the stockholders whenever reouested
in writing so to do by the holders of
two-fifths 2-o of the common stork
Issued. If the President neglects for
forty-eight hours after such request is
made to call such special meeting of
the stockholders, then the stockholders
making such request may themselves
call such special meeting In the man
ner provided in Section 3 of Article
VIII of the Articles of Incorporation.
Sec. 6. No special meeting of the
stockholder.- shall be culled r held
except as authorized by the laws of
the State of Nebraska, the Articles of
Incorporation or these By-Laws.
Sec. 7. If the entire Board of Direct
ors shall have died or resigned, any
stockholder mav call a special meeting
of the stockholders. In the same man
ner that the President of the corpora
tion may call such meetings, and
directors for the unexpired term mav
be elected at such special meetings, in
the manner provided for their election
at annual meetings of the stockholders
Sec. is. At all meetings of the stock
holders the President of the corpora
tion shall preside, and in the event of
his absence the ice President of the
corporation shall preside, and if both
be absent the stockholders shall elect
a president pro tempore. who shall
preside over such meeting, shall attest
the minutes of the meeting, and who
shall have the same powers as the
President in presiding at the meeting.
Sec. 9. At all meetings of the
stockholders the owners of a majority
of the common stock of the corpora
tion issued, present either in person or
proxy, shall be necessary to constitute
a cunrum for the purpose of transact
ing any business.
Sec. 10. At all annual meetings of
the stockholders the following order of
business shall be followed so far as
consistent with the purpose of the
meeting, unless such order of business
is waived by majority vote, viz:
1. Heading of the minutes of the
preceding meeting and action
thereon.
2. P.eport of the President.
3. Report of the Treasurer.
4. I'eport of the Secretary.
5. Heport of the committees.
K. Flection of directors.
T. T'nflnisbed business.
8. New business.
AliTlCLK II.
MrrtlncTM of the llonrri of llireWorM.
Section 1. All meetings of the Board
of Directors, both regular and special,
shall be held at the office of the com
pany, in toe City of Plattsmouth, Ne
braska. Sec. 2. The Board of Directors shall
meet regularly upon the first Tuesday
of each month, at ten-thirv (10:H0
o'clock a. m.. provided that such
regular Vnonthly meetings may be
postponed to such future date as may
be considered advisable by the chair
man and three other members of the
Board, who. together, shall at least
three days before the time of the hold
ing such regular monhtlv meeting.
notify the other members bv mail.
postage prepaid. addressed to their
residence as shown upon the records of
the corporation, of such postponement,
stating in the notice the date and
hour to which such meeting Is post
poned.
Sec. 3. special meet ners of the
Board of Directors may be held at anv
time, upon the call of the chairman of
the Board, or upon the call of anv
three (3) directors, provided that writ
ten notice or such meeting shall lie
given by mailing, postage prepaid, at
least three days before such meeting.
to each member of the Board, except
ing to him or her calling such meet
ing, at their postofflce addresses,
shown upon the records of the cor
poration: provided, further that such
special meeting of the Board mav be
held, without notice, when a written
waiver of notice thereof shall have
been previously subscribed bv each
member of the Board, such waiver to
be spread at large upon the records of
the Board at the meeting for which it
was executed.
Sec. 4. At all meetings of the 'Ffonrd
of Directors, the chairman of the
i.oard shall preside, and in the event
of his absence the members thereof
present shall elect, front their own
tin in iter, a chairman pro tempore, who
shall preside at that meethivr. attest
the minutes of the meeting, anil who
shall have the same powers as the
chairman in presiding at tne meetini.
Sec-. f. The Hoard of Directors may
adopt such rules and regulations lor
the conduct of their meetings, and may
adopt such rules and regulations, may
enter into or authorize the execution
of such contracts or agreements, for
ttie proper management and conduct of
the affairs of the corporation as they
may consider proper, beneficial or
necessary, provided they are not in
consistent or in conflict with the
Articles of Incorporation. these By
Laws or the laws of the State of -Nebraska.
Sec. I. At all meetings of the Board
of Directors. three members thereof
present shai. be necessary to con
stitute a quorum, for the transaction
of any business, unless two or mure
memt.ers of the Hoard shall have died
or resigneil, in which event the remain
ing members thereof shall c on.-1 i t l: ! e
a quorum.
Sec. T. The Hoard of Directors shall,
at their first meeting following their
election by the stockholders, elect one
of their owii number as Chairman ot
the Board. and he shall hold ntlii-e
until the next succeeding rg;ilar an
nual meeting of the stockholders.
AKTICLK ill.
Section 1. The president of the
corporation shall preside at find call
to order all meetings of the stockhold
ers of the corporation and shall be ex
officio a member of all committees. He
shall sign all certificates of stocks,
deeds, mortgages and contracts and
shall countersign all checks, bills and
submit a complete report of the cor
poration and condition of the corpora
tion for the year, to the stockholders
at their tegular annual meeting of
each year, and also to the Hoard of
Directors, at such time as he may
he called upon so to do. and shall from
lime to time report to the Directors
any and ail matters within his know
ledge which the inteiests of the cor
poration may require to be presented
to their notice. He shall perform such
other duties as may be prescribed, or
such as he may be directed to perform
by the Hoard of Directors, and shall
have general power and duties of
supervision and management of the
business of the corporation usually
vested in 1:1s office. He shall have
power to employ and discharge clerks,
employees s: nil agents, provided, how
ever, that tie Hoard of Directors shall
have power to direct, by a majority
vote, the employment or dismissal of
any clerk, agent or employee.
Sec. 2. The V ice President shall, in
the absence or incapacity i.f the Presi
dent, perform the duties vl its Presi
dent. Sec. 3. The Secretary shll record
and sign the- minutes of all meetings
of the ftockholders. and of the Hoard
of Directors and shall also keep the
books, papers and records of all busi
ness of the corporation: shall record
all voles of thc stockholders and Di
rectors in a book to be kept for that
purpose. He shall record all issues,
transfers and cancellations of stock of
the corporation: shall cancel all shales
of stock presented to him for that
purpose, and shall preserve all certi
ficates of stock transferred or can
celled. He shall keen a record,
alphabetically arranged, of all persons
who jire stockholders of the corpora
tion, showing their resectlve places of
residence. the number and kind of
shares held by them respectively, and
tiie date when they became the owners
respectively of each and such shares,
the amount or amounts paid thereon,
which book shall be open for inspec
tion of stockholders, during the usual
business hours at the ottice of the
company. He shall also be the trans
fer agent cf the corporation for the
transfer of all certificates of stock, lie
shall attend to the giving and serving
of all notices of the corporation; he
shall attend to such correspondence
as mav be assigned t-t him: he- shall
keep the seal of the corporation, and
shall afiix the same to all certificates
of stock anil to such other instruments
us he may bc directed so to do, by the
Hoard of Directors, and shall perforin
suh other duties as may be- incidental
to his office. or snc-li sis may
be delegated or assigned to him either
bv the Board of Directors or by action
of the stockholders.
Sec. 4. The Treasnerr shall have
the general custody of. ami shall de
posit in the name of the corporation
all money and securities belonging to
the corporation, in such bank or bank
trust companies, and safe deposit
vaults as may be selected by the
Board of Directors: he shall sign all
checks. drafts. notes or other in
struments for the payment of money
or the delivery of securities of the
corporation, which shall also be
countersigned bv the President, or by
such other officer ns the Hoard of
Directors may designate: provided
however, tliat no payment of money ol
the corporation shall be tnside ec ; t
by check as hereinbefore provided, and
provided further. thr:t tn check shall
be drawn, signed and countersigned
for the pavrneut of any sums of money
of the corporation whatsoever, except
upon the written order of the Sec
retary, countersigned by the President.
or upon the direction of the Hoard of
Directors. The Treasurer shall keep
such books or account. Which may at
all reasonable business hours be ex
amined bv any director or stockholder
of tl," com pan v. as the Hoard of
Directors mav direct, nnd shall make
a report of the financial condition of
the corporation to titc sloi knoiiiers at
each regular annual meeting, and to
the President, or to the Hoard of Di
lectors, whenever requested bv the
President to do so: he shall, if re
quired bv the Hoard of Directors at
any time, give such bund to the cor
poration as the Hoard of Directors m:iy
require, and upon failure to do so
within ten days thereafter. shall
forfeit his right to the- office of Treas
urer, which shall thereupon become
vacant and shall be filled as provided
in Article V of the By-Laws. H shall
perform such other duties as may be
delegated to or required of him by the
Hoard of Directors, and shall perform
all other duties Inc-iiient to or usually
devolving upon his office.
AHTICLK IV.
Voting mid Kleet Iti.
Section 1. At all meetings of the
stockholders, the right of voting shall
depend and be governed by the trans
fer records of the corporation, and
only such persons shall be entitled to
vote who appear upon such transfer
records as owners of the common
stock of the corporation: provided.
however, tliat the owner or common
stock may give proxies to vote to any
such meeting, and provided, further,
tliat no holder or owner of a share
or shares of common stock in the cor
poration shall be entitled to vote at
any election of directors, whose share
of stock has been transferred on 1 1 e
records of the company within ten (10)
days next preceding the date of such
election.
Sec-. 2. At the meeting of the stock
holders, the election of directors shall
te by ballot. and a majority of all
votes cast shall be necessary for an
election of a director.
See. 3. The election of officers bv
the Hoard of Directors shall be bv
iiallot, and a majority of the Board of
Directors shall bo iiecessnrr for n
electloa.
Sec. 4. At nil mcetiirs of the
stockholders all questions except the
amendment of the .Articles of Incor
poration, the election of officers, and
other questions, the decision of which
is or mav Pe regulated bv statute
shall be determined bv ji mnlnrlte vnt
of the owners of the common stock
issued, present either in person or bv
proxy, and voting and in the event of
a tie vote, the nresidinir officer of the
meeting shall cast the deciding vote,
provided, that anv stockholder pres
ent may demand a stock vote. When
a stock vote is demanded it shall be
taken immediately. and each stock
holder present shall be entitled to one
vote for each share of common Ktrwir
owned by him. as appears from the
transfer records of the corporation, as
hereinafter provided, nnd also one vote
for each share of common stock owned
ny any stockholder, as nnnenrs fr.,m
the transfer records of the corpora
tion, as hereinbefore provided! for
whom he mav hold a prow, ami the
question shall then be decided affirm
atively, by a majority vote of n'l
shares of common stock of said cor
poration issued, present either in Tter-
son or by proxy, and voting. All vot
ing at meetings of the stockl ni,iip0
shall be viva voce, except a vote for
the election of directors, a vote upon
an amendment to the Articles of In
corporation, or when :i stock vote is4
demanded, each of which shall tie b
ballot, and each ballot shall state the
name of the person voting, both per
sonally and proxy the number of
slia.es owned and voted for himself,
herself, or as proxy for another, with
the word "yes' if the vote be in the
affirmative, 'arid with the word "iio'" if
the vote be in the negative, or shall
Mate the name of the person voted for.
if it be for the elect ion of directors.
Se The President or other pre
siding officer at meetings of the stock
holders may vote at such meetings hi
the manner provided by Section ( of
Article IV of these By-Law s, exc l.lin;,'
when a viva voce vote is taken.
Sec. At all meetings of ih- stock
holders for the election of directors,
the- President of the coroora t i'iri shall
appoint two inspectors of election.
AKTICLK V.
urn ne i ex.
Vacancies occurring during the year
emoiig the officers or in the Hoard of
Directors, caused by death, resignation,
refusal or neulect to qualify, or oilier-wist-,
shall lie tilled for the unexpired
term o:lv by the- Board oT lur;iors,
at its regular or special tuetir.g. by a
majoiity vole of the remaining mem
bers thereof, provim-d, liat Die per
son or persons. so elected sliall he
holders of tiie common Mock ol tJ.c
c orpoi ation.
AKTICLK VI.
Corporate Seal.
The seal of tiie corporation shall be
circular i:i form with the words.
"S- lila ter- Fitzgerald Company. of
Plattsmouth, .s'ehr.," cm the ciicumfcr
enoc. and tiie h ords ""Corporale Seal"
in the center.
AliTlCLK VII.
The fiscal year of tl e corporation
shall lie-in on the lirst day of Jan
uary and end on the t h ii t - ti is t day of
Decern her ltd low ing.
AKTICLK VIII.
Section 1. All cert ilici: t es of stock
shall be signed by tiie 1 'resilient or
Vice President, and al-o by tiie Sec
retary, and shall b" transferable on
the books of the company in accord
ance with the provisions of the
Articles of Incorporation.
Sec. 2. Any stockholder who is
about to se'ii or dispose of any share
or shares of stock must first notify
ihe President in writing, of the price
at which he intends to dispose of said
share or shares, and offer to sell such
share or shares to the Hoard of Direct
ors at the same price. Cpon receipt of
such notification, it shall be the duty
of lie President to call a meeting of
the Hoard of Directors and decide
whether or not they v. ill purc hase said
stock at such price.
Sec :!. All certificates of stmk of
the corporation shall be attested by
its corporate seal.
See. 4. Cert ilicat' S of stoc k shall be
numbered and registered in the book
ki-i't for that purpose in the eider in
v. l.ich they are issued, and shall be
Issued consecutively according to
n u m her.
Sec-. 5. Subscript ipns to the capital
stock must be fully paid to the
Treasurer when the stock is issued,
provided. however, thai when prop
erly rights, live stock, machinery,
tuois, and irrigation rights. mer
chandise, fixtures, slocks or bonds of
other corporations, or services are
so'd, assigned, transferred it conveyed
to or rendered the corio;a t ion, as pro
vided in Section .s of Article II of the
Articles of Incorporation, the Hoard of
Directors may ascertain the fair mar
ket or I easohu hie value of such prop
erty riu'hls, live slock, machinery,
teo'is. and irrigation rights. mer
chandise, fixtures, stocks or bonds of
other corporations, or services, as the
case tnav be. and after so finding, if il
fir. ds that the same are useful to. for
or required by the corporation in its
orpuii.iitiiin. or in the transaction of
its business, it shall have power to
direct the issuance of certificates of
stock in payment thereof, and anv
stoc k so issued shall be non-assessable
and fullv paid.
Si c. ('.. Certificates of stock mav be
transferred, sold, assigned or pledge. I
bv and endorsement to the proper
eif'ect in writing on the back of the
cert ific-a tes, and the delivery of sued
certificates: provided that until notice
o! such transfer is given to the Sec
ittarv of the corporation. bv sur
rendering the- certificate of stiK-k for
c atic elhitioli. when a certificate of
slock in lieu thereof shall be issued
the corporation may regard and treat
the transferer as the owner thereof.
Sec. 7. All surrendered certificates of
stock shall be endorsed with the word
'en nc-el led ' and with the date of can
el la t ion. bv ihe Secretary, anil shall
be immediately pasted In the stock
hook, opposite the memora ml u in of
t i.ei r issue.
See. s. Duplicate certificates of
stock may be Issued when the ori-in
as have hecii fist or destroyed, pro
vided the :"plicj nt furnish an affidavit
of ownership of the loss or destruc
tion and also a bond of iro'.emnii
satisfactory to the Hoard of Directors.
.f ditiniieil to protect the company
against all loss or damage which may
occur bv reason of the Issuance of the
duplicate certificate of stock.
Sec. f. Tl holders of the preferred
st"ck shall not entitled to voting
powers in the meetings of the stock
holders of the corporat ion
See. pi. Keclemiit ion of anv or all
shares of preferred Hock of the cor
poration tuav be made bv the- l.oarn
of Directors, in the manner and at the
time provided in Section :! of Article 11
of the Articles of Incorporation.
AUTiCLK IX.
The officers, directors, agents, clerks
am! employees of the- corporation shall
receive such salary or wages as com
pensation for their services as mav
from time to time lc determined and
lixed bv the Hoard of Directors.
AKTICLK -X.
Dividends shall be declared from
the surplus or net profits of the busi
ness of the corporation, upon the
directions of. and declaration of the
same, by the Hoard of Directors, pro
vided, such dividends are declared in
conformity with Section 2 of Article II
of the Articles of Incorporation, and
provided further, that no dividend
shall be declared or paid, which cur
tails or tends to curtail the effective
operation cf the busines ol tiie 'cor
poration. AKTICLK XL
A meiiil mc nS.
These Bv-Ijiws may be amended at
any Directors meeting by t lie affirm
ative vote of three directors, provided,
that a draft of the proposed amend
ment shall have been submitted and
snrend upon the records of the Hoard
at the next preceding Directors' meet
ing, or they may be amended at any
meet inff of the Directors, without
notice, provided that three Direct! rs
shall affirmatively vote for such pro
posed amendment, or they mav be
amended or repealed by the stockhold
ers at their, annua! meeting or at any
special meeting called for that pur
pose bv the affirmative vote of a ma
jority of the stock.
A pproved :
K D V A K D F I TZG K P. A LT ,
FKANK K. SCHLATiK.
JAMKS A. FITZC.KUALD.
SAMI KL Oil! FF.
HKNKV II. urcHINO.
I i rector.
NOTICi: OF An'JIMSTK TIO.
In (he County Court of ( nn County,
"elirtKa.
In the Matter of the Kstate of Jacob
V. Vallery. Deceased:
All persons interested will take
notice that there has been filed in the
office of the County Court at Piatts-
miuitli. Nebraska, a petition for the
probate of the estate of Jacob W. Val
lery. deceased. A hearing will be had
upon said petition In said ( ourt on
the 24 1 It day of January. 1914. at H
o'clock a. rn.. and that all objections to
such petition will he heard at said
time, and a suitable person appointed
administrator fo proceed with the
settlement of said estate.
Witness the hand and seal of said
Court at Plattsmouth, Nebraska, this
1st dav of December. 1913.
(Seal) ALLEN J. BKKSON.
County Judge.
D. O. mVYKK, Attorney.
l-a-3wks
I.FGAL OTlCR.
In the District Court of Ciihh County,
Nelirmikii.
Frank A. Davis, Plaintiff,
vs.
Maggie K. Davis. Defendant.
To Maggie K. Davis:
lour are hereby notified that Frank
--e. Davis, on the fifth dav of August. A.
D., 1!13. commenced an action for di
vorce against vou. by filing his peti-
.ion in the district court of Cass conn-
)v. Nebraska, on the grounds of ex
treme cruelty nnd deserctlon.
ion are required to answer said peti
tion on or befolu Morula V. the M-O'I.J
day Cf Februaty. A. D '!4.
FKANK A. DAVS. Pl.KntlfT.
J. K. D'RiiLASS. Attorney.
i;-c:-4v.-k
NOTICE TO CONTRACTORS.
Sc'llfll l Will' Ii'eic. fit
lhi' 4 11 j - of th-1 (luKiily C.l'-i k. in
lii-; ullii-i' at l'!;tl ! iiH'iil ii.
Oiiinly. N Iitokn. up J. t i.Vli.rk
p. in. on Moibl.iy. J i l.r ii.tr D'..
l'.15. for th" !!( i-ui :unl om
pleli ti of :i ln--ti'iy lrick jail
anJ liciifls re-Heip-i-. In l
locitlinl on Hf cn;;:f fimi-f
prouiiil-; in I'lal t mii"il li, Nd.
I'!an a 1 1 I p i il'. a! i-.n; -an If
seen at III'' ol'!ii- i,r tin- Cmiplv
illei!;, plat t -Tin qil li. .i!i.. or n
Ihe oihYf of J. I. (oiiii, An liif'i t.
Oioaha, N-li.
A rt-rl ilioiJ chi-i-k of T,iiimmi
i i j ti -1 ai-cniiipaiiy i aclt lii.
County I lonijii i--PMti-r-i ri-cnc
Hio rili! ( reject any or all t j 1
1. C. MnltdW.
l!niiiity r.li'vk.
D.ileil. I'laH-Mioulli, .!.. .laiMiaty
i-ir.-ft
LADiES AUXILIARY
CHURCH MEET
From Wednesday's Dal'r.
Tib- I. allies' Auxiliary of lli
lM "lyl i-i ian cliui i li a il'
lili! fully t'lilei'iainctl ye-i,.r.Ia
alli'iiiiion al fin home of Mi.
William Si hiniill maun, by Mi
ihiii is W. C. TippiMi-. .I.i-.'ph
IVtzcr aiuj William Srlimi'l!
inann. Thi ln-ii'tr their re-'iilar
mi e! inir the 1 -i ; I i - ln-M a l!-i t
bu-ine-i sei"ii. The Hu n m-
lulgeil in a most iijii a!.o m-i.:I
!:ii;i in I ir.-pereil i 1 7t l ili-liiu-oit
.lainly fancy wmk : : t i 1 ther
amu-eiiieiil . Iniriii'-- the afti-r-iionn
it wa aimoiineeil that Ili-v.
Mi Cln-Ky of n il!. ..-h.. h:nl
ari epteil the call which hail been
et elliliil to llilil by tile lip-niber-
of Ihe chinch mill woiiM icnine
In Ihis city the nii.iilt uf I-V'n-iiniry.
This annoiiiH'eiiienl
ii c,J wilh it i tic li pleasure by
the lailies, as the church has
bi'i-n villimit a p:i-lor f'-r some
lillie. The f.,!le-es -.efAt'il a
must i celb-iif luncheon, ami at
about T o'clock the hlilie- .Ijs
pelX'iI. eiy llllich illi'ebteil to
l!it lio-l e-i's for tin- -ph-pili aft
ernoon's entertainment alTorib-'l
them.
DE BERNARD!. GENERAL
MANAGER OF M. P. VISITS
RAILWAY .COMMISSION
The following, in reference to
the la!i' chau-'cs ju the niniiinu
time oT lrai.ii on the Auburn
brunch of the Missouri i'acili'-. i
taken from the Lincoln Journal
of Ihis iiiorniti-":
"My people tobl nie," s.iiil A.
I lelh-rnai ili, general manager of
Ihe Missouri Pacific, approaching
a member of the railway eomiais
iou e-teril:iy ihirinir a busy
hour, "to rail n you ami lake a
sw iff kick. When can J pet it."
Another hearim: was before
the roiiiiiiissiiiii at tin time ami
Chairman Clarke appeared .-.ome
whatp uzzleil.
"I think you ran '-ret it about a
ipiarler after one o'clock." sab?
( Hi i i i i 1 1 an Clarke.
At the appointeil hour Mr. Ie
P.ernarili appearetl before the
commission to take his meilicine.
It, relaleil to the train service in
Cass county, a matter upon which
Plattsnioulh bu-iness men hac
been insistent. They ,hsire train
service that will permit resjibnts
of the county to reach Platts
mouth ami return home the same
dav. Hecentlv connection be
tween the Hurliiiirlon am! Mis
souri Pacific at I,ouiil!e were
airree,! upon, but the Missouri
Pa:'ilic chamroil its mini ami the
connection w;.s broken. Mr. !'-
Berr.atli i now willing to make
peace terms. lie has airree,! to
asl.il the lWirliu'oii Railroad
company to notify his road when
il has passengers to transfer at
Louisville aibl when there are
any passengers the Missouri Pa
cific will airrie to hob! its train.
The Missouri Pacific al-o agrees
to make further invest isrut ion of
the train service ami report later
a solution of the question.
An Ideal Woman's Laxative.
Who wants to take salt?, or
castor oil, when there is nothing
belter than Ir. Kintr's New Life
Pills for all bowel troubles They
act gently ami naturally on the
stomach and liver, stimulate ami
regulate your bowels and tone up
the entire system. Price "Tic. At
all druggists. IL K. Uurklen &
Co., Philadelphia or St. Loiii.
Al t IlIlDl 1 I I U 4 L V 1
AVcr! V IVrpmtln TtAs
r.css and CestXonuLn $ nrsw
Not XAac otic.
I' M.
(tnMIf
iuiOJtMl '
II Mwrt Ifcrnp-hr f.rfV:i"..tl
tton .Sour Stored! Vxr&n
Wonus JTorrvTilsitmSa evema
S31LossoSII,
lacSir.ii Si$-ATi!T cf
Tht Cental-h Com?axj;
.-rt- vnnc
entranced umk-riTiiT
Exict Ccpr cf Wrapper.
t:.x.,.:.x-,.x.x.,,-:-:-:t,fjEW mm m
JV5YNARD.
V (Special Orri'pon.b-iit.)
num'l;i I'.-i I. r i-il. .1 in I'l-cf
mouth with in. mi- nwr -1 r i -1 . .
... , . .1
Mr-, it. Ki-er i-.t.-.J in th-
.
I'rop-l iioit'i- rinii.t.
Mt . Ili-i. fr.-iii the pre- im t.
iMte.t Mrs. j;. i;. ; Iaj:, i.(.t
W ei k.
I.e-lie I'ji bis ..f Kau-a- Ci!.
Mi-soiiri. a the -t of W. It.
pofti-r ami famiK uu biy m-M.
Farmer are ery bny m-w-
t'a a 1 1 e:nl i a- p'lbie' ab-. "f;.,r.J imi.Ie ri..-t a''rnfi a t
w h ich there are a uieat pbiity. t ; .. f,,,.r !u,J Ir? th- b;.I!
Mr. .Joy am! Im-k ai..l Mi whbh wo! f';r:.:.h a-t .-!..i-;
Ilulli ami Pearl r.!!c lt .-r l.'m- v ,. f.,r jf,,. .;.4-e:- f,, .- . y
w I i-ite,t v. till Ih-ir i.fib- -oi I t f,..r ;,.t 'i Mr. ar;. V-.
aunt. Mr. an I Mr-. S. o. Coi.-.i
over Sun. lay.
I're.J Kaufman. the copirer.ial
man from wet of town, who il"
the corn -lit-MiMi: ait. i i-o;m-"
hi- brother. Ib-nry. who lie in
Hi.- Frank Marler i iib'Tice.
I'nrle .ewi Cr.ibtiie ha a
helper ju his j f work, im-ml-
imr hariie-s ami ri pain i-- -fi...--.
lie i- an expert in that br.e of
bll-ine-e.
Will We. or Will we in. I. I:te
ice thi- winter? That's th.- tpn
lion. Crne lbin' ure we are ha
iuir plenty of mud jut te-w .
"Momiay."
Mr. M.wil- Mark of Coi.-ra.!..
is home with her parent-. M
,, vr v,,:.h.
-hort i-it. Mrs. MarKs Iiei
Colorado v.tv much.
The condition of th- public
highway has put a -top b, the
h.iulin-' of i;r;i;;i to mark-t. lbw
eer. a few dis -t;.i-liir.e v.,!!
help to improe condition- won.
derfullv.
A deep and sorrowful rlo. pi
lias been cast over ":r commun
ity by the d-alh of the two ..t;::'
men that wi re ,. badly burned
by the epo-io!i of a ira-.diie
"i'ine mi th- farm of t'f rz
Mei-imrer.
Smne of our iieirlibors on th
south have concluded tha? tti-Nebr.i-ka
climate i too m.i!d for
them, and in con .ijui-tif"
moe to y i lipi'.i .t a. wlii-f tie- air
is much emder. Sure-- In th-m
in their northern home.
Here From Oklahoma.
From Ti;-il.-t Dailr.
John Murray, an old ri-i'!rt
of this nullity, but who for th-
pa-l few year- has b t-n a r'-i-ib'ii
of the ic-inity of A!a. Okla
homa, was in Ho- ri'y e-terdi
i-itinir with his many old
friends. Mr. Murray tn-a.d in
farming in this county for 'inife
a number of years and bIr left
for Oklahoma, where he has -ince
resided, and he greatly enjoyed
his visit here with hi- old friend
ami neighbors.
IPlIlc; FISTULA Pay 4 After You Aro Cured
Rectal Diseases ia a thort lime, without serf ical cprato- X Cfciocotora
Ether or other R-neral anasthetic ntcd- A cur raraatkl im tmry ca ac
cepted for treatment, and no raoney to b paid until cirwi. Write toe book mm
Kectal disexsrs, with testimonials of prominent people who kave bea persiaaatJ
CUrCd" DR. TARRY Be Bulldlax Omaha.
mm
For Infants and Children.
The Kind You Have
Always Bought
Bears the
Signature
In
Use
For Over
Thirty Years
RINK ft Fl?iE PLACE
From W(j3'!r'i rt:j.
The Ii.W roller -'O.tiT.
j !i ' u b-c- '...:.! '- :;-
!ov b Ki.ck li"M. i I :--. .'-
i ri-.i.li for the t!i-
I I . k i !
! b e.. I o: - in ie ' ie.j f. ' i
i
l.,V. .i-.. I!i- .IN.:; !
I ! tie will ! t'ir-''!i ;.-:i a. 2
the '-U!:- r.f.l "M i. Iei .in
por!uti:. to ,.f;j,,r I rt; f a: -t
hea'-ffiy -port. The ri-r;i n Ui-
iT'bT b'. bli"- ti t bee-i rl- r I
,
a .-a
-,. ,.e ,.e, ,-,.,J ,.
' :. i , an .Tuu-eruent pl.e'e of
! kir.-l ai l tt ..; ! of
P! itismoe'h w ; I !.: I ff. . ;v-
r, at i in. !.! t I t: - ; .1 ! in t?ej-
;i';::;r a: I th- ' i'n.' n: k . i
be made a 1 . Sot- i .r,e
can so. a i? w; 1 ; r".: ij t
-trie! manner. Th- b
opT
mi ."t t. T e.-V'h i'!"r:i
a :,d from 7 t.. !:.' ti
Try the Journal Want Ad.
No. 131 1
KEPOflT OF Tlin CONDITION
FIRST FIATIOIIAL BANK
At Flattstnwth.ii th .tat or .-
bras' a. at the clo of Luir:ea
Jsn. IZzt. I Jit.
p.r..sorncF-s
fy-n A -int- ...... IT! "4
i i, pf,rif --:irr'l rl n n-r ti .
I . lHKllowrur i-'r".iil.itl .. M
ii-lr tn.n! l' "-'ti-" l''I --
r.i
I'rvn iiirti in I ttMl. . . . . .
f t e-'1 w-i r' ' t- e,-
H ii .iu lnni. f irr i i-. Ri!or t
i -r r-l r tI ......... Z.iT
l: frm r.S'ifi l lr. k(r 1 r
err m n? t
( ' 0- r I nth'T rh
-e rf .-hr r.r;or:l fr
l-r. ' ."r l iJ t currrtw j. pi-ki
ra i-ri
I w i oujiij r-rT in '- k. 'a
e. . . f -4t W
fi.-ilemi't :nt f ll a fPKtl I " T"'M-
lirrr j lf ri.t of .-Ifttiklw -ti .
T AIL.
LIABILITIES
Capital .it. in- I '
If-l-.l- ? t 'Ml - '
I !.. I-- : . i..l
U!'.,, .... ' r
Vi'uitl if( t . wbr- ..
lia. :.) .! .::! i-i-tirk -I r -
li"-miil eer- ,.-' -f j;-it.
T rti- -r i---t f '-im iv S t .ri i-
i'.i'i.n'',ii"' if z.'-
i:,;i rvi i. in' f - i'"'
f, r fimtwy liTiil t", ' ..'!
T.-J 4..." . :
ie if Nit.1i
I ;n' T f t T. If V. D-.r. rKtr
t tli" -ti .wil hnic. ii- ,lmnlr wr
Oit tt,. mieti i . r-ji i.t i t of
rrr l n. .-: ani i. t
1. N. Ii.tt. finliVr.
('rrwt. Att"t : T.T ! hi tih
F w". t . .
. K rr. ; rriw.
su-rr"l rl ir-n to hf. v t th:
tt U- uf Jiniurf. l:r.i
;-l ni-r 'u JW-.
Mr rcmm!Un rtpf r Jn 1 IHi.
mil