MONDAY, JANUARY 28, 1914.
ARTICLES OF INCORPORATION
AMI H -LA VS
af
Sehlater A; FltrtKerald Company.
Known All Men by '1 hese l-resents:
That we. the undersigned incorporat
ors, pursuant to the Statutes of the
State of Nebraska, in such cases made
and provided, do hereby associate our
selves as a body politic and incorpor
ate, in the manner and for the pur
poses hereinafter mentioned.
ahticlj: 1.
The name of this corporation shall
be '"Schlater Kitzgra Id Companv."
abbreviated title "ii. A f Stock Com
pany." HTICLK II.
Section 1. The authorized capital
ftock of this corporation shall be Five
Hundred Thousand iS.r,oO.OOO lxdlars.
divided into Five Thousand (5.000
shares of the par value of One Hun
dred ($100.00 Uollars, each of which
Thirty-rive Hundred (3500) shares
shall be preferred stock and Fifteen
Hundred (1500) shares shall be com
mon stock.
Sec. z. Preferred stock shall from
earnings be hrst paid dividends after
two years from the date of issue until
retirement at a rate not exceeding fc
per cent per annum, payable annually,
and sdiall 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. 3. The Board 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,
by the payment in cash of One 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
ing power in the corporation.
Sec. 5. When the stock is fully paid,
it shall be non-assessable and the
stockholders shall not be personally
liable for the debts of the corporation.
Sec. 6. The stock cf this corporation
mav be paid for either in money, notes,
propertv, property rights, live stock,
machinery, tools, and irrigation risMs,
merchandise, fixtures, stocks or bonds
of other corporations, or service at
their fair market or reasonable value,
proivded that such property, property
risrhts. live stock. machinery, tools,
irrigation rights, merchandise, fixtures
stocks or bonds, or services are useful
to. necessarv 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.
. tttt -rr" TTT
The principal place of transacting
the business ni mis curpui auuu
be in the City of I'lattsmouth. Ne-
l ..., it mav lisive SUCh &dUl-
tional places, at which it may transact
its lousiness, as mav ie ue unn ...
bv its Board of Directors, and it shall
be empowered to transact its business
.1. v... ;.l ;.. .... ,1 j i-.. rif business.
whether within or without the State of
Nebraska.
T TT I T7 TV
The general nature of the business
of this corporation shall be breeding.
l.nvinL' and selling of nve
stock of any of the races; the main
r .... v, t farms or elevat
ors or anytliing pertaining to farm or
ranching; buying, selling and leasing
of rights, privileges and franchises,
real estate and other property to be
i -- - 1 V H STOCK
business or in connection therewith.
buving, selling, making anu transier
rin'g 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 busi-
: i. 4 , .i Btnlihnhlprs. inCOr-
nf. Willi 1 I . . . . . - .
porators. officers, or leond holders, the
same as with other parties and to do
i .n . v. ante -rhino's neces-
sarv for the enjoyment and exercise of
da rnninrate powers ana "iinac.
whether conferred upon this corpora
tion bv their Articles or By-Laws.
The highest amount of Indebtedness
. - i . - , I, , mav t ftnV
to which whs . i'"' ,
time subject itself shall not exceed an
amount equal lo one-imiu
paid-up capital stock.
1PTICI M VT
This corporation shall commence
business on the 1st day of January,
IS 14, and shall terminate on the 31st
dav of lecember. iStt4. and it shall be
authorized to transact its corporate
affairs when these Articles or in
corporation shall have been fully filed
as required dv ia.
The affairs and business of this cor
poration shall le conducted by a
board of five Directors and by the
officers hereinafter provided for.
Section 1. The following named per
sons, who shall hold office until their
successors are elected, at ine nri j-
...1 mf.Atin.7- ir TaTlllJirV. 191 J.
shall constitute the first Board of
Directors of the corporation: Frank
K Schlater, Edward Fitzgerald. James
Fitzgerald. Henry It. Oering. and
. i fhiAff u .i 1 1 f rum their number
.v.. fniinwlns- named persons, who
shall hold office until their successors
are elected as hereinafter provided,
shall constitute the officers of the cor
poration: President. Edward Fitz
gerald; Vice President. Henry H. Oer
r . . - .,. n n.l Tr..icnrpr Frank K.
1 r i . w icioi j nv
Sec-. 2. The regular annual meeting
of the stockholders snau ie nrm wm
i. Tncaiiiv of January of
enr-li" vear at the lirincipal place of
busines's in the City of Plattsmouth.
Nebraska, at which meeting the Board
OI iirecioi nii" mL V, i
their own number. The Board of
Tirectors 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 te filled as provided
lnAh y-WriV,l meetings of the
stockholders for the purpose of trans
. , .. K...I1.C.110 stated or em-
braced within the call, may be held at
1 1 -f t hf Presi-
.ny Lime Uvil tin
dent. Secretary. Board of Directors, or
the holders or iwo-niins '--;'. " iVT
common stock, alter givms i ireu ,
. : . . Aii.a thcrffnf. hv mail.
to "each of the holders of common Rtock.
lt or drheSec5orapSor"antion pecYa
other places as may have been fleeted
bv the t-soara 01 Dimiuii.
pose of transacting Dus,neS.-,.
The Board of Directors shall, as soon
i convenient, aiier men t-.v..-'..
meet ana e eii,
ber as officers of the corporation a
TreaVurer. who shall hold
office until their successors o r '-'
Vancies occurring among the officers
Tw The office of Secretary and
Treasurer one
Mil Unorf 8 ui ri.--vv v m.
tion shall be transferable on the books
of the corporation, in accordance with
such rules and regulations as may be
adopted by the Board of IirectorS. but
anystockholder who is about to . s ell.
.hare. of stock. In aid corporation
must first otcr tne same i -
Sf Directors. at the same rate for
which tie is a uuui. i ... -
rV. .imr. or shares and said
Board f Directors may purchase such
fhare or shares at such figure or
rrfce! . said , purchase to be for the
Should anv rtockhoiar dispose of or
SnOUIU ".' , -horoa of RtOCk.
transfer nis enaic . . . ... ----- -
fthout first .offering the same ; to the
rtockholder dispose of or transfer his
stocKiwiu" , nrira r.r figure
share, or " " f which
i.e. than me m1 vr v,-.
iess-U" to sell the same to the
Board of Director, then and In such
noarn yi . - nirrtnm mav re-
event, tne r sale
fuse to recopni-u; .k
Rn,nTT,tedering to thehoideT thereof
upon tendering xo x Btock-
the price pa." i,T
The Board' of Directors shall have
fnThpowerran 5h"yr Z,t Ml
Jtonergovenment. management, and
?on?rol of thS business affairs . of this
?o?PLtofn' and they mav alter and
conflict wiiii n.v-w
corporation.
ATiTICLE XII.
These Articles of lncornoration mav
be amended at any regular annual
meeting of the stockholders, called for
that purpose after due notice, pro
viuded that sucli proposed amendment
oe nrst approved by three-nrths 1 j-i)
vote of the entire Board of Directors,
and if so approved, be entered at large
upon the records of said f.oard. a
draft of any proposed amendment or
amendments, as the case may be, may
be presented bv anv stockholder, and
if approved bv the Board of Directors
such amendment or amendments may
be adouted 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 be
subscribed and acknowledged by the
Board of directors and shall then be
recorded and published as provided by
law.
In testimony wherwf. we have here
unto set our hands this 20th day of
Decern ber. 1913.
Executed in triplicate m the pres
ence of
EDWARD FITZGEKALD,
FJiAXK. E. SCHLATKI!.
JAMES A. F1TZOEUAL.D,
HENKY It. GEKINtJ,
SAMUEL. OKL.OFF.
State of Nebraska.
County of Douglas, ss:
On this 20th dav of December. 1913.
before me, Olive AVeiner, a notary pub
lic, duly commissioned for, qualified
and residing in said county and state.
personally came Henry 11. tering and
Samuel Orloff. 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 wnereoi, x nave Here
unto subscriled my name and affixed
mv notarial seal the date last above
written.
(Notarial Seal) OLIVE WKl.NKK.
xoiary I'uuiic.
Mv commission expires August -3d,
1919.
State of Nebraska.
County of Cass, ss:
On this ?0th dav of December. 1913,
before me, A. L. Tidd. a notary public,
ilnlv commissioned for. qualified and
residing in said county and state.
personally came Frank E. schlater.
h i a'uri f itzsreraia ana jaines r it.-
gerald, to me well known to be the
identical nersons 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.
Intestimonv whereof. I have here
unto subscribed mv name and affixed
my notarial seal the date last auoe
written. r
(Notarial Seal) A. E. TIDD.
Notary Public.
My commission expires October 5
1915.
BY-LAWS
of
Schlater & Fltigerald Company.
ARTICLE I.
UMllnira of the Stockholder.
Section 1. All meetings of the
stockholders of this corporation, both
regular and special, shall be held at
the office cf the company, in the City
.-.e piattsmnnth. State of Nebraska.
Sec. 2. At the annual meeting of the
stockholders of this corporation.
HirpMnrs shall be elected as provided
in Section " of Article VIII of the
Articles of Incorporation. and such
other business as may properly come
before the meeting may also ie irans.
Q-tAil
Sec. 3. If for any reason the annual
meeting of the stockholders shall not
be held at the time provided in Section
2. Article VIII. of the Articles of In
tion. or if the stockholders, at
said annual meeting, shall fail to elect
directors, a special meeting of the
stockholders mav be called for that
purpose in the manner provided in
Section 3 of Article Mil or tne
Artinlcc of Tncornoration.
Sec. 4. No business other than that
stated ia or embraced within the call
fnr anv sr.ecial meeting of the stock
holders stall be transacted or ton
cU.roil at cuch meetiners. except by the
unanimous consent of all holders of
common stock present thereat, either
in person or by proxy.
c n it shall he the dutv of the
President to call a special meeting of
the stockholders whenever requested
in writing so to do bv the holders of
two-fifths (2-5) of the common stock
issued. If the President neglects for
fortv-eight hours after such request is
made to call such special meeting of
the stockholders, then the stocKiiouiers
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
hull be called or held
except as authorized by the laws of
the State of Nebraska, the Articles of
Incorporation or these By-Laws.
si 7 if the entire Board of Direct
ors shall have died or resigned, any
stockholder may call a special meeting
of the stockholders. In tne same man
ner that the President of the corpora
tion mav call such meetings, anu
directors for the unexpired term may
be elected at such special meetings, in
the manner provided for their election
at annual meetings or tne siocKiioiuers.
Sec. 8. At all meetings of the stock
hniiiom tti irpsiilent of the corpora
tion shall preside, and in the event of
his absence the Vice President of the
corporation shall preside, and ir ootn
be absent the stockholders shall elect
a nresident tro 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. . 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
proxv, shall be necessary to constitute
a quorum for the purpose of transact
ing anv 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 or nusiness
is waived bv majority vote, viz:
1. Reading of the minutes of the
preceding meeting and action
thereon.
2. Report of the President.
3.
4.
r..
.
T.
8.
Report of the Treasurer.
Report of the Secretary. 1
Report of the committees.
Election of directors.
T'nfinished business.
New business.
ARTICLE II.
Meeting of the Hoard of THreetora.
Section 1. All meetings of the Board
of Directors, both regular and special,
shall be held at the office of the com
pany, in the City of Plattsmouth, Ne
braska. Sec. 2. The Board of Directors shall
meet regularlv upon the first Tuesday
of each month. at ten-thiry (10:30)
o'clock a. m.. provided that such
regular monthly 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 monhtly meeting,
notify the other members by 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' meetings of the
Board of Directors may be held at any
time, upon the call of the chairman of
the Board, or upon the call of any
three (3) directors, provided that writ
ten notice of such meeting shall be
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 postoffice addresses,
shown upon the records of the . cor
poration: provided, further that such
special meeting of the Board may be
held, without notice, when a written
waiver of notice thereof shall have
been previously subscribed by 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 Board
of Directors. the chairman of the
..r.arrl fthall nreside. and in the event
of his absence the members thereof
present shall elect, from their own
number, a chairman pro tempore, who
shall preside at that meeting, attest
the minutes of the meeting, urfl who
shall have the same powers as the
chairman in presiding at trie meeting.
Sec. T. The Board of Directors may
adopt such rules and regulations for
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
the proper management and conduct 01
the affairs of the corporation as they
may consider proper. i.enenciai or
necessary, provided they arc? not in
consistent or in conflict with the
Articles of Incorporation. these By-
Laws or the Laws of the rotate or -Nebraska.
Sec. 6. At all meetings of the Board
of Directors. three im-mt.er.s thereof
present shai. be necessary to con
stitute a quorum, for the transaction
of any business, unless two or mere
members of the Board shall have died
or resigned, in whic h event the remain
ing members tnereor snail con.siiiuie
a quorum.
Sec. 7. The Board of Directors shall.
at their first meeting following their
election by the stockholders, elect one
of their own number as Chairman 01
the Board. and lie shall hold office
until the next succeeding regular an
nual meeting of the stockholders.
ARTICLE I IT
Section 1. The President of tl,r-
corporation shall presi.ie ai anu can
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
hall countersign all checks, bills and
submit a complete report f the cor
poration and condition of the coipou
tion for the year, to the stockholders
at their regular annual meeting 01
each year, and also to the l'.oaru 01
Directors, at such tune as he ma
be called upon so to do, and shall from
time to time report to the Directors
any and all matters wiiiun ins Know
ledge which the interests or tne cor
poration mav 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
bv the Board of Directors, and shall
have general power and duties of
supervision and management of the
business of the corporation usually
vested in his office. He shall have
power to employ and discharge clerks,
employees and agents, provided, how
ever, that the Board of Directors shall
have power to direct, by a majority
vole, the employment or dismissal of
ar.v clerk, agent or employee.
Sec. 2. The Vice President shall, in
the absence or incapacity of the Presi
dent, perform the duties of its Presi
dent. .
Sec. 3. The Secretary shall record
and sign the minutes of all meeting
nf tl.o stnrli holders, and of the Board
of Directors and shall also keep the
hnnku i.nr.ers :iml records of all busi
n of the corporation: shall record
ull votes o' the stockholders and Di
rector in : book to be kept for that
He shall record all issues
transfers and cancellations of stock of
the corporation: shail cancel all shares
of stock presented to him for that
niirnose. and shall preserve all certi
ficates of stock transferred or can
celled. He shall keep a record,
aluhabeticallv arranged, of all persons
i, nre stockholders of the corpora
tion, showing their respective places of
residence, the number and kind of
shares held by them respectively, arid
the date when tliev became the owners
respectively of each and such shares
the amount or amounts pai.l thereon,
which book shall be open for inspec
tion of stockholders, during the usual
business hours at the office or the
companv. He shall also be the trans
ivr iiL'i'nt of the corporation for the
transfer of all certificates of stock. He
shall attend to the giving and serving
of all notices of the corporation: he
shall attend to such correspondence
as mav be assigned to him: lie shall
keep the seal of the corporation, ami
shnll affix the same to all certificates
of stock and to such other instruments
as he mav be directed so to do. by the
Board of Directors, and shall perform
such other duties as may be incidental
to his office. or such as ma
be delegated or assigned to him either
bv the Board of Directors or by action
of the stockholders.
Sec. 4. The Treasuerr shall hnve
the sreneral custody of. and shall d
posit in the name of the corporation,
till monev and securities belonging to
the corporation, in such bank or bank
trust companies, and safe deposit
v.nnlto ms mav be selected by the
Board of Directory; he shall sign all
.hecks. drafts. notes or other in
struments for the payment of mony
or the delivery' of securities of the
cnrnnr.iliim. which shall also be
countersigned bv the President, or 1
such other officer ns the Board of
iiir.ctnru mnv designate: provided.
however, that no navment of money of
the corporation shall be made except
bv check as hereinbefore provided, and
n'rnvlrlfl further, that no check shall
le drawn, signed and countersigned
for the payment of any sums of money
of the corporation whatsoever, exec;
upon the written order of the Sec
rctnrr countersigned bv the President.
or upon the direction of the Board of
Directors. The Treasurer shall keep
such books of account, which may at
all reasonable business hours lie ex
amined by any director or stoc kholder
of the company. as the Board of
Directors may direct, and shall make
report of the financial condition of
the corporation to the stockholders at
each regular annual meeting, and to
the President, or to the Board of Di
rectors, whenever requested by the
President to do so: he shall, if re
quired by the Board of Direc tors at
any time, give such bond to the cor
poration as the Board of Directors may
reonire. and upon failure to do so
within ten davs thereafter. shall
forfeit his right to the office of Treas
nrer. which shall thereupon become
vacant and shall be filled as provided
In Article V of the Bv-Laws. He shall
riertiirm such other duties as may be
delegated to or required of him by the
Board of Directors, and shall perform
all other duties incident to or usually
devolving upon his office.
ARTICLE IV.
Vollnir nml l '.Ieot lotlN.
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, that the owner or common
stock may give proxies to vote to any
such meeting, and provided, further,
that no holder or owner of a share
or shares of common stock in the cor
poration shall be entitled, to vot at
any election or directors, wnose snare
of stock has been transferred on the
records of the company within ten (10
davs next preceding the date of such
election.
Sec. 2. At the meeting or the stocK-
holders. the election of directors shall
be by ballot. and a majority of all
votes cast shall be necessary for an
election of a director.
Sec. 3. The election of officers by
the Board of Directors shall be by
ballot, and a majority of the Board of
Directors shall be necessary for an
election.
Sec. 4. At all meetings 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 may be regulated bv statute.
shall be determined by a majority vote
of the owners of the common stock
issued, present either in person or by
proxy, and voting and in the event of
a tie vote, the presiding officer or the
meeting fhall cast the deciding vote,
provided, that anv stockholder pres
ent may demand a stock vote. Vhen
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 stock
owned by him. as appears from the
transfer records of the corporation, as
hereinafter provided, and also one vote
for each share of common stock owned
by any stockholder, as appears from
the transfer records of the corpora
tion, as hereinbefore provided! for
whom he may hold a proxv. and the
question shall then be decided affirm
atively, by a majority vote of all
shares of common stock of said cor
poration issued, present either in per
son or by proxy, and voting. All vot
ing at meetings of the stc-kholders
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 a stock vote is
demanded, each of which shall be by
ballot, and each ballot shall state the
name or the person voting, pom pei-
sonally and proxy the number r
hares owned and voted for himseiL,
herself, or as proxy for another, with
the word "ye.s ir the vote Pe in the
affirmative, and with the word "no" if
tiie vote be in the negative, or shall
late the name ol the person voted lor,
if it be for the election of directory.
Sec. .1. The 'resident or other pre
siding offic er at meetings or the slot k-
holiiers mav vote at ucli meetings in
the manner provided by Section 4 of
Article IV of these By-Laws, excepting
when a viva voce Vote is taKen.
Sec. . At all meetings 01 the siock-
holdcrs for the election ot directors,
the President of the-corporal ion shall
appoint two inspect 01 s ot ejection.
.i;iii.li. .
VaemiHe-.
Vacancies occulting during the year
among the officers o".in tie iioar.l of
Directors, caused by death, resignation,
refusal or neglect to qualify, or other
wise, f-!iall le lined ior ine nnepiieu
term only by ttie Hoard ot iirectors.
at its regular or special mcinig, nv a
majority vote of the remaining mem
bers thcreot, provided, nai cue
m cir persons so elected sua 11 he
holders of the common stock c.r the
corporation.
ARTICLE VI.
Corporiile Seal.
The seal of the corporation shall be
circular 111 iorrii wmi i.e v,..mu.-.
chlater-Fitzgerald company. 01
I'latlsmoiith, Nebr., or- the c ire 11 mi er
ic e, and the words corporate wai
in the center.
ARTICLE VII.
The fiscal year of the corporation
shall begin on the Iirst day 01 Jan-
narv and end on the 1 1. iriy-nrsi ciay 01
I (ecemher following.
A i ill (. li-. y 111.
Section 1. All certificates of stock
shall be signed by the rivsnient or
Vice President, and also i.v me sec
retary, and shall 1 1 ra n--i ei hop- 011
the books of the company in accord
ance with the provisions of the
Articles of Incorporation.
Sec. t. Any stockholder who is
about t.i sell or dispose ,,1 any snare
or shares of stock must first notify
the President in yvritit.g. 01 tne price
at which he intends to dispose of said
share or shares, and offer to sell such
share or shares to the Board of Direct
ors at the same price-. 1 .oii n-rnci "i
such notification, it shall be the duty
of the President to call a meeting 01
the Board of Directors and decide
whether or not they will purchase said
stock at such price.
S.c ::. All certificates of stock of
the corporation shall be attested by
its corporate seal.
Sec. 4. Certificates of stock shall be
numbered and registered in the book
kept for that purpose in the order in
which thev are issued, and shall be
issued consecutively according to
n urn her. .
stec 5. Subscriptions to the capital
str.ck must be fully paid to the
Treasurer when the stock is issued
provided. however, that when prop
ertv rights, live stock, machinery
to. .l nri.l irrigation rights. mer
chandise, fixtures, stocks or bonds of
other corporations, or services are
sold, assigned, transferred or conveyed
to or rendered the corporation, as pro
vided in Section s of Article II of the
Articles of Incorporation, t lie Board of
Directors may ascertain the fair mar
ket or reasonable value of such prop
erty rights, live stock. machinery,
I.. ..is and irrigation nchts. mer-
i l i t.iiise. fixtures, stoc ks or bonds of
oth.er corporations, or services, as tl
case mav be. and after so finding, if it
finds that the same are useful to. for
or required py tne corporation m n
organization, or in the transaction of
its business, it shall have power to
direct the issuance of certificates of
stock in payment thereof, and any
stock so issued shall be non-assessable
arc! fullv paid.
Sec. ;. Certificates of stock may be
transferred, sold, assigned or pledged
bv and endorsement to the proper
efi'ect in writing on the lack of the
certificates, and the delivery of such
certificates: provided that until notice
of such transfer is given to the Sec
retary of the corporation. by sur
rendering the certificate of stock for
cancellation, when a new certificate of
stock in lieu thereof shall be issued,
the corporation may regard and treat
tl.e transferer as the owner thereof.
Sec. 7. All surrer.cic-red certi ticates of
stock shall be endorsed with the word
cancelled"' and with the date of can
cellation, bv the Secretary, and shall
be immediately pasted in the stock
hook, opposite the memorandum of
their Issue.
Sec-. S. Duplicate certificates of
sto,k mav ho issued when the origin
als have "been lost or destroyed, pro
vided the applicant furnish an affidavit
of ownership of the loss or destruc
tion unci also a bond of indemnity,
satisfactory to tiie Board of Directors,
conditioned to protect the companv
i-gainst all loss or damage which may
occur hv reason of the issuance of the
duplicate certificate of stock.
Sec-. P. The holders of the preferred
stock shall not be entitled to voting
powers in the meetings of the stock
holders of tie corporation.
Sec. 10. Redemption of any or all
shares of preferred stock of the cor-pors-tion
mrv be made by the Board
of Directors, in the manner and at the
time provided in Section 3 of Article II
of the Articles of Incorporation.
ARTICLE IX.
The officers, directors, agents, clerks
and employees of the corporation shall
receive such salary or wages as com
pensation for their services as mav
from time to time be determined and
fixed bv the Board of Directors.
ARTICLE 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, bv the Tfo.ird of Directors, pro
vided, such dividends are declared in
conformity with Section 2 of Article 1 1
pf 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 of the busines of the cor
poration. ARTICLE XI.
AmeuilmrntK.
These By-Laws may be amended at
anv Directors meeting by the affirm
ative vote of three directors, provided,
that a draft of the proposed amend
ment shall have been submitted and
spread upon the records o the Board
at the next preceding Directors' meet
ing, or thev mav be amended nt any
meeting of the Directors, without
notice, provided that three Directors
shall affirmatively vote for such pro
posed amendment, or they mav be
amended or repealed by the stockhold
ers at their annual meeting or at any
special meeting called for that pur
pose bv the affirmative vote of a ma
jority of the stock.
Approved: .
EDWARD FTTZOERALD.
FRANK E. SCI 1 LATER.
TAMES A. FITZCEUALD.
SAMFEL ORLOFF.
HENRY li. GEEINC,.
Directors.
OTK r. TO "Tlt mKS.
Countv Clerk instructed to call for
bids for wood and steel bridges and
concrete work, such as arches, wings
and abutments, for the year 1914, in
Cass County. Nebraska.
Plans and specifi-atins now on file
Plans and specifications now on file
in the office of the County Clerk at
i'lattsmouth. Nebraska.
11 bids to be filed up to 12 o clock
noon on Saturday. February L'Mh. 1914.
and bids to be opened on Tuesday.
March ::d. 1914.
Board of Countv Commissioners re
serve the right to reject anv and all
bids, and in letting contract reserve
the right to let same in whole or in
P',Atcertified check for $.".00.00 must ac
company each bid.
D. C. MORGAN". County Clerk.
l-26-4wks
l.KO l. OTirF-
Robert E. Latta. the unknown heirs,
legatees and devisees of Robert R.
Latta. deceased, Nathaniel H. Barnes,
who appears of record as N. H. Barnes,
and the unknown heirs, legatees and
devisees of N. H. Barnes, deceased.
You and each of vou are hereby
notified that on the 22nd day of
.Tanuarv. 1914. William E. Strauh filed
his petition in the District Court of
Cass County. Nebraska, the object and
praver of "which is to quiet title in
himself against you ,to the following
described premises, to-wit: The south
east niarter of Section twenty-nine
CJ!). Township eleven (11. north of
Range thirteen (13). east of the Sixth
Principal Meridan in Cass County.
Nebraska, and to exclude you and each
of you from said land and eve rv par t
thereof, and froin. any iutr.-t i!:nnn
or I en thereon and to satisfy ai.l
cancel tiie following described mort
gage appearing cf record uKaitit sai l
land: O.-ie nuc-iuaiie f"i" Jl. "''"
given bv 1. E. Fleming ar.d wife t..
Kiih. it K. Latia. date. I Ocf.her v. m,,
and recorded in book ("' ,f morl tj.'s
.It page '.. of t!.e records of c'.iss
County, Nebraski:. un.1 ore m..rtg;i.:-
for tiie sum c.r J.,.nj given Pv 1. n-it
l:. Latta and wife to X. II. I:.i:ri-.
who.e real name is Nat. ..no! I!.
i:arri". dated AtguM :. PC. ;;cl re
corded in book ""B" c.f MiurUatvs at
page : t It"., of the records of .. "u. in
ly. .Nebraska.
Yoll aie require. ! f answer said
petition on or before the- :tl, d.-iv .f
Ma !!; RiH. or said petition will h
takcri as true a-i l a o-'i re tclcr.-.l
accnnli 11 I y.
WILLIAM E. STEAI U.
W. F. M' MIAN, Attorney.
1-2- t .vk-
MI'I'ICK !' tl)MIM1 II 1
lu tbe Cctunl; 4 otirt nt ! I uol),
rhraka.
In the Matter of the rotate of Jac.,b
W. VaiPry. D'-cease-d :
A'l pe-r.-ons interest. -1 will take
notice that there las t-en f.N-d in the
ofIi- of the County Court t I'latts
mouth. Nebraska, a petition for the
probate Cf the otat" of .lucoh W.
lery. del eased. A hearing Will be- I. .id
Mpoii said petition !n said Court mi
the Jitii dav of January. 1M4. at
o'clock a. m.." and that all obi-ction t
such petition will he h-;crd at sup!
time-, and a suitable person a ppoi r, 1 ...
administrator to j.roceed w:th tie
sett ement c.f sa d e-iate.
Witness the land arid sen! of said
Court at Plattsmouth, Nebraska, this
:-.sf dav of December, 1 K 1
(Seal) ALLEN J . P.FESON".
f'olllilV J lidge.
D. O. DWYEE, Attorney.
l-r.-rwks
i.r.;ti otici-
ln the District Court of 'ni fotinty.
.elrnka.
Frank A. Davis, Plaintiff,
vs.
Maggie E. Davis". Defendant.
To Maggie E. Davis:
Your are hereby notified thnt Frank
.v. Davis, on the fifth day of Aiig sst. A.
1 .. l!el::. commenced an action for di
vorce against you. by filing his peti
tion in the district court of Cass coun
tv. Nebraska, on the grounds of ex
treme crueltv and de-serct ion.
Vou are required to answer said peti
tion on or before Morula v. the second
dav of February. A. D 1!14
F BANK A. DAVIS. PIa!r.ti!T.
J E. DOUGLASS. Attorney.
12-:2-4wk.
NOTICE TO CONTRACTORS.
Scald! liIs will i-e'cei i'il nl
tit.- i. ir.ee- ..f tli. County Clerk, in
hi- 1. Ilic.' a! I'lalisiimulli, .'.a-
('-unity, N'lunka, uji to nYl"rk
p. 111. ui Mon.lay, I-Ybruary
il'i, for tho cn-clion niul com
pletion of a iotory J.iick jail
an 1 sheriff's resi'leiiee, to
loraff"! on the cnrt IrMDe
ground-; in l'lat t siihuiI h, N-l.
Plans ami specifications nn he
se.'n at the otlice of th.' C.olllltv
Cl.-ik. PlatlM lonth. Neh.. or in
th-' ollice of ,T. 1. r.ulh. Architect.
iniaha, N h. ;
A ce'iliiieil check of . T, i 'il . II)
must accompany each lil.
County C.oMmi-ision.'rs n-i-rvf
the i-i-ht to reject any or all l--.
I). C. MOIK..W.
County Cl.-:k.
Dale.!, Plat I sniouf h, Neh.. January
13. lfl '-
i-ir-. t
Plattsmouth. Neb.. .Ian 1!H.
Tl.n.r.l ui.-I pursuant tee ;e d jou r h III-' 11 1
Pieseiit. . E. lle-e-hner. Julius A. I'ltz
and C. i;. Jordan County Commission
er D. C. Morgan. County Clerk.
.Minutes of previous rinn read ate
approved, when the following busiu.-sji
was transacted in regular form:
owing to the fact that Cupty Clerk
D. C Morgan had been appointed
iihtster at I'lattsmouth. he rile
resignation as County Cl-i k. to
effect Tuesday. January -'7.
pOSt -
.1 hi
take
l'.el 4.
Ke-.sjgnat ion accepted.
Contract entered into with Dr. A.
Wult Steinle to fertilize the lawn sur
rounding the Court House-, for ie. con
sideration f .'.
Pond of Melville D. Thonms. audit
in"' j!c-counts c.f county officers, up
proved. The three householders appointed on
.Tnnuurv N. P'U. W. T. Ki. hards. .n.
Wni. II. Porter and l-i. Cral.tre--, t..
view aim report on the vacation of an
aliev running east and west through
Propst First Addition to the Vill.ige of
Mvnard. and also for the vacation of
a ftreet running east and west on the
north side of Propst First Addition to
the Village of Mynard. Neb., repotted
favorably upon said vacation.
On " motion it is hereby
ordered that steid stree-t and alley, a
above described, be vacated. Motion
carried and the same are lu re by
viicated. All costs in the above action
to be paid bv petitioner.
Pond of Dr. J. I!, lluiifiate, as County
Phvsic ian. approved.
pond of '.. W. Shnnl.-r. road e.ve-r-seer.
Head District No. !'. approved.
The following unclaimed witness
fees were reported bv the Clerk of the
District Court: John Carter. $7.4";
Mrs. John Carter, 7.4'; Win. Aiigu-st.
$4.,"f: John Push. $."..4(: VVnrren Mi. tin.
$5.10: Henrv Maseman. $r..4u; i:d SHm
miker, $:l.M: Mrs. Lizzie 1 1 ilderbra tul.
$7.10: Clans Ohm. $V.0; Clarence
Mueller. $7.l'0.
The following claims were allowed
on the cJeneral Fund:
Jrlius A. Pitz. Salary and
mileage
C. E. lleebner, same
C. P. Jordan, same
C. V. Ouile, melse. to John
Hough
Waterman Lumber & Coal Co..
CI . T.O
re; . r.o
2 ;.:.
coo
94. r.r,
10.00
5 r. . s r.
eiial to Hopkins and court
house
J. M. Jirousek, mdse
to A.
Svatek
istreight &- Streight. buriel of
John Kline
Wm. Hassler. blacksmith work
county farm
A. Walt Steit:le. fertilizing
court house lawn
Walter Hrittain. assigned to J.
llatt tc Son. labor at court
house
J. P. Outh. architectural serv
ices on jail
10
00
. . 1
so
s.
1V0
. 0.1
H. A. Schneider, postage
The following claims were
or the Load fund:
Pen Heckman. road work.
Koad District No. 10 1
A. (5. lieid. same. No. It;
11 y Kamman. Fame. No. 14....
Henry Ludwig. same
Herman Pose, same
Wm. F. Wulf. same
Lloyd Oraham. same
A. H. Orofe. same
Henry Maseman. jr.. same ....
C. F. Vallery. same. No. 1....
A. A. Wetcnkamp. same
Eord Sudmann. same. No. 14..
Johnson Hardware Ar Imp!.
Co.. hardware. Iload Dis
trict No. 14
Eichev Pros, lumber. Load
District No. 2
Elchey Pros., same. No. 10....
Eichev Bros.. cement, Iload
District No. 1
"Wm. T. Sacks. road work.
31 . L'J
allowed
4 .SO
4.40
S.
. 4 0
ft . L'O
CO . OO
CS . 40
l.r.o
Poad District No. 1G
11 .20
The following1 claims
on the Bridge fund:
were allowed I
COMMISSIONER'S
PROCEEDINGS
Children Cry
r
1
The Kind You Have Always
lu iw; fur over VA) jiar,
- and 1
" . -, son.il
4-CctcA4Z AIlvr
All nmt'rf'i. Imitation anl .Iut-a--I are lt
i;.NT!:ji-nts that triile vith and rmUnirrr the Ii-alth of
Infant and Children IlaicrUnce aiit lliycxintrnU
What is CASTORIA
Cntoria a harm sntvtitnte for Catnr On. Iare
porif. lr?p and run. It i ileaant. IS
C'ont.tin nith-r Opium, -Irpliin5 r thrr arrotUs
ulit;iiieo. It iize i it guarantee. It detrr Womn
mid allay. I VverKlmr. I"r more than thirty year It
lia 1m- ii in ontaiit 'r ''I'"' ' ontipatioT,
l latnlenry, "Wind Colir. all TVethin? Troaol- and
lliarrlmM. It rerulate the Moni.Mli and Ito-weU.
aimi!afe the. 1oh1, piin:r healthy and natural lcp
The Children: Iunuf The 31othcr' Friend.
GENUINE CASTORIA ALWAYS
Bears the
Si
The Kind You Have Always Bought
In Use For Over 30 Years
' V Vii'Vry. I.tih.-.- w.-k . . . .$ I
ir'ic-l.ey 'Die-'. -,.:.. il.e.i'T. . l'-T
J .i..n. i.i-.lte n..f.'.. l'-T I i
' i. 1. li. ..li-. n reeve- I Ir.-m I ?
O.'wntv Oetk Kriet.k J. l."-r- .i f-r
a.i..n,tm. r.t ,.f "..-. r.tv t -rk 1. t .'
...
,.!. 1 hv I-, 17 - :r 1 -e ta. -
l-.t f.
..is-.'v !e k t- (. . I v.e jr,i .
t..t i..ri 1 r .- i.-.l I t -r !
Kiank J. Kiher 1 un t.ir.. , r
eh. -i.e. and V ; t ' er- f Utfi , !
HM.eir.te-. J i"--;:.iv '.. tk t e ut.- !
e ire .1 te-".l I If
"..'intv Jii-- v r.t.rre.l ! " ' jl a :- .
pr.ive.i l-.T u ! r :;!:. j. 1..
ri! -." c ie-r k
r.-..ii.i a Ij.' i' i e -I t. n t U clr.
.1.1 v. Jii ri i.i r 1 . 1 T
i . ". .M''i:i". N. 1 ir.ty "irk.
l'".l t t
l:...ir.l ii e-i
I're-t-r.t. " i:
1 1 -. Ne '. . J.c n 1 ! . T : ! 4
.:.-. nt t.t - I .r-m-.-t.
H.e-tv.-r. J..-.-; .. ":tx
!. '..-,T,t -. '. iTn'n i..r-
and '. i:.
1 --. 1 1. 1 M-.rk'.in.
; r. " V IK
j. 1 ,e, r ,-e-l r n I
M riute- e.f ) : . i-' -;i
it I-;.r.. e-.l. w 1 e n t :
wa 1 1 ansae te-d ir, t ir
l:.r.l -f ":tv N.e
..r f.'.rn.
; . - n-i : I-., r. k "i
We-e-'.ir.iT Wate-I a H'liMV
a -i r .. - I
Tl - f..l :- mr ! m r
,. ,i,r,i
l,.. e I
11 tie- e r e-rn 1 Ki. .
A. K. Si,i:..l-r. rr,H,ri of l-:-ti-
and ! .1! '
W. li Hiin-I. s e n- r
Mr.. I ! J-iri'-. mic 1
1 I itte-r. ..m- -
ii. J . M.ier:i in sm-
It l.f..f..ird M .;r.
Win. II I. r-..m. .ir:;.-
It. I. . '!-m. r, t . t im-
1 l:. I' 1 -ih. .n:i-
Tf f.e,i..v :itf '.";;" w re- a
..H the- I f-.-.-I:
1
l :
"I
;tlte-r i.r-h. t.;e ktm-th
w..ik. T: ..i.i lhtri.t .Ne. pt $ l.e
i: A. Niit.n.-;i n. r.'.i'l w-tk.
l:... 1 1'i-tri. t N- 1 : '
l-....trd i.-lj.-'ir r.' ! t- rii'-t t T! 'i r ! . .
Jan -,ia: v 1 ' I
l. f. j:i;c;n. r."i'.ty rk.
Pl.ittTT'..i:tli. Net.. -Ian 11
He tar. I met j ;-r m'.' rr.m-rf. t "
:i!l rut rri 1. r - .r.e-:,t. 1 : v r-m-i
in s.-sM.-n anmnne t i ...inr.-.: : 1 1 -vt.He-
hi.-in- r f r.h. "I J n nr. i
si'f-irie-iit ie.n- r-r'tar-.l f.r lr,i--
l:...n.l e.i-r .e-.i t.t rnt e-l i'n
Jaini..! v " ". U'M
I. f. .!'K; ATC. I'.mntv .Tk.
I1.it ttmoiit!-.. N'fl-. J-n I''!'
l:.:ird ri.-t -ir-i.ii,t t. .urnn.-nt
Irt-t-nt. t: I It-fl.'if r, Juini A. I t
i.nl ". I: .I'-nlin. I'-nnh e "..mri. 1 -n-cl.
1 . ' M'Ttjen. i'.e'ir.t. C.rk
Tie- f..II.twiriir I 'iinee tra".--ac-lf.l
in rttru:;.r f--rrn:
I'larre u nd mi hi. ali.T.e f.tr l-ri l;e
j.rt-i.a red I.v t-.- state- . ni: iri'-t-rt wtrt
n.l..ptcd and f.mr.tv ! k 1 p -1 r-.;. f e-.l
tn tall f.tr l.i.lt f'-r w I an-l .-1 -1
hri.iut--. nn.l " r-'- W'-rk. 'nli u
are-l.fs. wir.ir an.l al.!ilntM. f--r t he
war 1 T 1 4 . in Ca ee.nr.tv. N . I.ra. k .1
I'l.ins Jind m-e i?'e at ne.w ..ri :.'
in tie' nfic-e. e.f fit l"..iinty ej".-rk at
i'lattsnie.iit h. Ne-t.raka.
11 li-!t t - l-t 1". i.-.l ,ir te-t 1 e 1 t k
lieie-n e.n Saturday. Kfl-rn.irv ;!'. I'M,
nn.l I.i. N t-t If e.i-rit-d .n Tic. I 1 v.
M.ird. ::.l.
i;,,:ir, fe.mtv ,e.rrmini'nfr
ese-rve- tie- ritl't t.t re ;.- t n v ar'l a'l
I.i. it. and in lcttir.tr ee.ntra.t re- rve.
ti.e- r:il;t t' lt ;im In l:i'!f '-r In
j.art.
Dylieirsi oir Wmier
Tiravel Specialties
DENVER Western Stcn k Shovr. January 10th to 24th. 1014.
Special rate from Ka.-t anil North of Denver. IVnver
makes this a gala week for the stockmen of the Western
country.
WINTER TOURIST RATES in effect daily, vrith lower home-sker.
fares first aul third Tuesday of each month. Pretent
indications are that the number of Northern visitor
during the Winter of HirM4. to the South, will be the
greatest in the history of the Southland.
PERSONALLY CONDUCTED PARTIES TO CAL1FCSXIA seven each
week via Denver, Scenic Colorado, Salt Lake, ia
re-mcl. trkitrit sW irs. BurlinkTton ttecial conduc
tors are men esjecially
fort enroute.
irfTl ile l
;i: liuniiiLijaji)
5.;o flV7llt7i
UUJLilW
- i ii
for Fletcher's
V c. 1 ! l J 7 1 1 I I li . i
IlonzM. anl tbih ha ln
lui ixmt!je irnatnre f
La ixrn m.ui9 nnarr ni pr
urrrI-in lm c it Infanrr.
T10 one toi--ii e jnnin thi.
Signature of
I A rt 1.-I r k fr $.) m t --
. 'T-M.V.- !. t-. I
I M.url -. a " .t --r
1 I" ' f t t V--' I "?'''"" e .rr.-
n---r.. tn .u"-t '""I
1 -I. r- r t r ' in z-
' - i jrv e.f M. rt
Js.-lC" e-...- fee
; r n 1 1
t
" . r J I . :
- - i ' I' i 1 u '
k e ;-rt r I I
, i.r( !n t-
f ' T ft
I
t . t ' -'
- i !
Jilc
e.irv t t r- i i
1 : ne.e r
n etnjr t.n ".
t m"T T,i-lir.
t . 1, n rjrneil.
r .r.l .t -.. 1 -e I
TV !.r:ii'r ".. t !
To Cclebrala Birthday.
Fr-rn Fr;Jjy ruilr.
Tin n;..rinf -a M;-- I- "
I r;e kf. V r:u L- 'i ir ! ar: 1 It r-
..iTA .i'Tl!".. 1 .M - 1. ::! J. A
Fri'-t w-r-
ie.-.ii.,i -e - -
M-.t.tr iri tiii.h t. v. ;,e-.-f tf.t y
wi'A a-ttt Jr-. Hirn 1:1
.-.!. Jeraiir r !i. r t.irf!..!ty a:.
iii-r-ary. ;.r; t!i. !-i.!i- 4"t-
Wllh the f;-.'t,i;i.in fl-.r -
,. iJ-li.-Mfi;! t i e w it? JJ.-.r
; e'l Ui
f.-i.T. I 1:1 (.-;.-: ra!.-
e- 1 rt.
Hi" la : ; y
M-. H-rTnan iv--r' an-l Vr.
i;.t..ri:.t 1 .Vn - ' ! .J.i'..-h!T.
Mi- I.e. la. "f M .rr iy. w.-re a---!---r
thi iv . r t '. ; - "r. t!i- rint
Itwrlin-.'.n train f- r O-i iht,
wii-re they ,, t :)! tNe .! iv.
Yyj may need aa
AUCTIONEER
and we want lo iaforni you
that dates can be maJe
at this cff.ee for
col vn Dunn
the Weeping Water Aartionejr
Careful Attention to Public Sales
Rates are Reasonable
selectetl to look after your com
f rn wvniw Tn rrr hMelrme. inatriJ paMlervtloM of
-..utl.crn c t'i.f.irr.i I1.. lru.ie Mi btteii. tf cxi iWrt vtm.
"Ivitw Katrt uiiii." "C:.ferri Tiior. fnm. "rie
CoeVtt Tour." Lt tn Ix-lit yo plsoy Ur row to eLoa.
W. C. CLEMEHT. TicUt Aa.
L. W. WAKELEY. Sessnl P:i:xtr Ip-A, Cnli, Iiir