THURSDAY, JANUARY 29, 1914.
PLATTSIWOUTH SEMI-WEEKLY JOURNAL.
PACE 3.
ARTICLES OP IXORPORATIOX
A.MJ 1H -LAWS
- of
Srklatrr A Fltcermld Company.
Known All Men by Tfese Presents:
That we, the undersiKned incorporat
ors, pursuant to the Statutes of the
i?tate of Nebraska, in such cases made
and provided, do hereby associate our
selves as a body politic and incorpor
ate, in the mariner and for the pur
poses hereinafter mentioned.
AICTICL.K I.
The name of this corporation shall
he "Schlater & Fitzgeral-' Company."
abbreviated title "S. 4c F. Stock Com
pany." ARTICLE II.
Section 1. Tiie authorized capital
ptock of this corporation shall be Five
Hundred Thousand t $.".00,000 Dollars,
divided into Five Thousand (5.000)
shares of the par value of One Hun
dred ($100.00 Dollars, each of which
Thirty-five Hundred (35U0 shares
shall be preferreil stock and Fifteen
Hundred (15U0) 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 s
per cent per annum, payable annually,
and shall after payments of dividends
of t per cent upon the common stock,
participate equally in dividends witli
common stock. Preferred stock shall
have priority in payment in dividends
up to & per cent per annum and also
for the payment of the principal
thereof.
Sec. a. The Board ot 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 cah 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
Ftock shall not be entitled to any vot
ing power in the corporation.
Sec. a. W hen the stock is fully paiu
it shall be non-assessable and the
stockholders shall not be personally
liable for the debts of the corporation.
Sec. 6. The stock of this corporation
may be paid for either in money, notes,
property, property risrhts. live stock,
machinery, tools, and irrigation rights,
merchandise, fixtures, stocks or bonds
of other corporations, or service at
their fair market or reasonable value
broivded that such property, property
rights, live stock. machinery, tools.
irrie-ation rights, merchandise, nxtures,
stocks or lionds. 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.
ARTICLE III.
The principal place of transacting
the business of this corporation shall
be in the City of Plattsmouth, rse
bra ska. but it mav have such addi
tional places, at which it may transact
It business, as mav le de determined
bv its Board of Directors, and it shall
be empowered to transact its business
at sucli sunsi'iiary places oi ousiness.
whether within or without the State oi
Nebraska.
ARTICLE IV.
The peneral nature of the business
of this corporation shall be breeding,
raiFintr. buying and selling of live
stock or any or tne races; xne main
taininir of ranches or farms or elevat
ors or anything pertaining to farm or
ranching; buying, selling and leasing
of rights, privileges and franchises,
real estate and other property to be
used in conducting or a live siock
business or in connection tlierewim
hnvir.E-. sellinir. making and transfer
rir.'o- notes, murttaees. 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
with its own stockholders, incor
porators, officers, or bond holders, the
same as with other parties and to do
anv and all other acts or things neces
safv for the enjovment and exercise of
its corporate powers anu existence,
whether conferred upon this corpora
tion by their Articles or By-Laws.
ARTICLE V.
The highest amount of indebtedness
to which this corporation may at any
time subject itself shall not xed an
amount equal to one-third (1-3) of Us
paid-up capital stock.
ARTICLE VI.
This corporation shall commence
business on the 1st aay oi January,
mi4. and shall terminate on the 31st
day of December, li6 4. and it shall be
authorized to transact us corporate
affairs when these Articles of In
corporation shall have been fully filed
as required bv law.
ARTICLE VII.
The affairs and business of this cor
poration shall be conducted by a
board of five Directors and by the
officers hereinafter provided for.
ARTICLE VIII.
Section 1. The following named per
sons, who shall hold office until their
successors are elected, at the first reg
ular annual meeting in January. 1915.
shall constitute the first Board of
Directors of the corporation: Frank
E. Schlater, Edward Fitzgerald. James
Fitzirerald. Henry R. Gering, end
Samuel OrlofT. and from their number
the following 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 R. Ger
ing: Secretary and Treasurer, Frank E.
Schlater.
Sec. 2. 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 City of Plattsmouth.
Nebraska, at which meeting the Board
of Directors shall be elected from
their own number. The Board of
Directors so elected shall hold office
until tneir 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 my business, stated or em
braced -ithin the call, mav lie held at
anv time upon the call of the Presi
dent. Secretarv, Board of Directors, or
the holders of two-fifths (2-5) 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
meetiners may be held in the City of
Plattsmouth, Nebraska, or at such
other places as mav have been selected
bv the Board of Directors for the pur
pose of transacting business.
ARTICLE IX.
The Board of Directors shall, as 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 the By-I-aws.
The office of Secretary and
Treasurer mav be held by one person.
ARTICLE X.
The shares of stock of said corpora
tion shall be transferable on the books
of the corporation, in accordance with
such rules and regulations as may be
adopted bv 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 he is about to dispose of, or
sll said share or shares and said
Board of Directors may purchase such
share or shares at such figure or
price, said purchase to be for the
hr-nefit of the remaining stockholders.
Should any 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 nrice or figure
less than the price or figure at which
he 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,
and mav cancel and annul said stock
upon tendering to the holder thereof
the price paid bv Mm for such stock.
ARTICLE 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 Incorporation.
ARTICLE XII.
These Articles of lncorooratlon mav
be amended at any . regular annual
meeting of the stockholders, called for
that purpose after due notice, uro-
vidded thai such proposed amendment
be nrst approved bv three-hfths (3-a
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 tnay be, may
be presented by anv stockholder, and
if approved by the Board ot" Directors
such amendment or amendments mav
be adopted and made a part of the
Articles or incorporation bv 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 whereof, we have here
unto set our hands this Oth day of
December, IS 13.
Executed in triplicate in the pres
ence of
EDWARD FITZGERALD.
FRANK 12. SCHLATER.
JAMES A. FITZGERALD,
HENRY R. GERING,
SAMUEL ORLOFF.
State of Nebraska.
County of Douglas, ss:
On this I'Oth day of December, 1913,
before me, Olive W'einer, a notary pub
lic, duly commissioned for, qualified
and residing in said county and state
personally came Henry R. Gering anu
Samuel OrlofT. 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) OLIVE W'EINER.
Notary Public.
Mv commission expires August 2Z&
1919.
State of Nebraska,
County of Cass, ss:
On this 20th day of December. 1913,
before me. A. L. Tidd. a notary publit
duly commissioned for. qualified and
residing in said county and state.
personally came rrank t.. t-cniater
Edward 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.
Intestimonv whereof, I have here
unto subscribed my name and affixed
my notarial seal the date last above
written.
(Notarial Seal) A. L. TIDD.
Notary Public.
My commission expires October 5
1915.
BY-LAWS
of
Schlater & Kill ceroid Company.
ARTICLE I.
Mectlniz of the Stockholder.
Section 1. All meetings of the
stockholders of this corporation, both
regular and special, shall be held at
the office or the company, in tne city
of Plattsmouth. State of Nebraska.
Sec. 2. At the annual meetln of the
stockholders of this corporation,
directors shall be elected as provided
in Section 2 of Article VIII of the
Articles of Incorporation. and sucn
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 not
be held at the time provided in Section
2. Article VIII, of the Articles of In
corporation, or if the stockholders, ai
said annual meetine:. shall fail to elect
directors, a special meeting of the
stockholders may be called ror tnat
purpose in the manner provided in
. . . - : 1 T " T T I . . " V . . .
section o oi .-riicie in vi mo
Articles of Incorporation.
Sec. 4. No business other than that
stated in or embraced within the call
for any special meeting of the stock
holders shall be transactea 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. 5. It shall be the duty of the
President to call a special meeting of
the stockholders whenever reouesteci
In writing so to do by the holders of
two-nrths iz-it) or tne common siook
issued. If the President neglects for
forty-eight hours after sucli 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. fi. No special meeting of the
stockholders shall ite called or held
excent as authorized by the laws of
the State of Nebraska, tne Articles oi
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 mav call such meetings, and
directors for the unexpired term may
be elected at such special meetings, in
the manner provided for their election
at annual meetings of the stockholders.
Sec. 8. At all meetings of the stock
holders the President of the corpora
tion shall preside, and in the event of
his absence the Vice President of the
corporation shall preside, and if both
be absent the stockholders shall elect
a president pro tempore, who shall
preside over such meetine. 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
stockholder 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 ouorum for the purpose of transact
ing any business.
Sec. 10. At all annval meetines of
the stockholders the following order of
business shall be followed so far as
consistent with the purpose of the
meeting, urdess such order of business
is waived by majority vote, viz:
1. Readine of the minutes of the
preceding meeting and action
thereon.
2. Report of the President.
3. Report of the Treasurer.
4. Report of the Secretary.
5. Report of the committees.
R. Election of directors.
7. t'nfinished business.
8. New business.
ARTICLE II.
Meetlnc of the llonril of Director.
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, Nebraska-Sec.
2. The Board of Directors shall
meet regularly upon the first Tuesday
of each month, at ten-thiry (10:::0)
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 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 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, wttnout notice, wnen a written
waiver of notice thereof shall have
been previously subscribed by each
member of the Board, such waiver to
be snread at large upon the records of
the Board at the meetine for wnich It
was executed.
Sec. 4. At all meetings of the Board
of Directors, the chairman of the
ioard shall preside, ana in the event
of his absence the members thereof
present shall elect, from their own
number, a chairman pro tempore, who
shall preside at tiiat meeting, attest
the minutes of the meeting, and who
shall have the same powers as the
chairman in presiding at trie meeting.
Sec. 5. The Board of Directors may
adopt such ruls 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
the proper management and conduct of
the affairs of the corporation as they
may consider proper. beiitic i;il or
necessary, provided they are not in
consistent or in conlih-t with the
Articles of Incorporation, tlie.se Hy
Laws or the Laws of the State of Ne
braska. Sec. 6. At all meetings of the Board
of Directors. three members thereof
present sha. be necessary to con
stitute a quorum, for the transaction
of any business, unless two or more
members of the Board shall have died
or resigned, in which event the remain
ing members thereof shall constitute
a quorum.
Sec. 7. The Board of Directors shall,
at their first meeting following their
election by the stockholders, elect one
of their own numier as Chairman of
the Board, and he shall hold office
until the next succeeding regular an
nual meeting of the stockholders.
ARTICLE III
Section 1. The President of the
corporation shall - preside at and call
to order all meetings of the stockhold
ers of the corporation and shall he 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 regular annual meeting of
each year, and also to the Board of
Directors, at such time as he may
he culled upon so to do. and shall from
time to time report to the Directors
any and all matters within his know
ledge which the interests of the cor
poration may re-quire to be presented
to their notice. He shall perform such
other duties as may he prescribed, or
such as he may be directed to perform
by 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
vote, the employment or dismissal of
any clerk, r.gent or employee.
Sec. 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!"
of the stockholders, and of the Board
of Directors and shall also keep the
books, papers and records of all busi
ness of the corporation; shall record
all votes of the 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 shares
of stock presented to him for that
purpose, and shall preserve all certi
ficates of stock transferred or can
celled. He shall keep a record,
alphabetically arranged, of all persons
who are stockholders of the corpora
tion, showing their respective places of
residence, the number and kind of
shares held by them respectively, and
the date when they became the owners
respectively of each and such shares,
the amount or amounts paid thereon,
which hook shall be open for inspec
tion of stockholders, during the usual
business hours at the office of the
company. He shall also be the trans
fer s-.iient of the corporation for the
transfer of all certificates of stock. He
shall attend to the giving and servin
of all notices of the corporation: he
shall attend to such correspondence
as may be assigned to him: l.e shall
keen th seal of the corporation, a nd
shall affix the same to all certificates
of stock and to such other instruments
as lie may 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 may
be delegated or assigned to him either
by the Board of Directors or by action
of the stockholders.
Sec. 4. The Troasuerr shall have
the general custody of. and shall de
posit in the name of the corporation,
all monev and securities belonging to
the corporation, in such bank or banks
trust companies, and safe deposit
vaults as may be selected by the
Board of Directors: he shall sign nil
checks. drafts. notes or other in
struments for the payment of money,
or the delivery of securities of the
corporat ion. which shall also be
countersigned bv the President, or bv
such other officer as the Board of
Directors mav designate: provided.
however, that no pavment of money of
the corporation shall lie mane exec
by check as herein hef ore provided, arid
provided further, that no check shun
be drawn, signed and countersign'
for the payment of any sums of money
of the corporation whatsoever, except
upon the written order of the Sec
retarv. countersigned by the President
or upon the direction of the Board of
Directors. The Treasurer shall keep
such books of account, which r.i.ty at
all reasonable business hours be ex
amined by any director or stockholder
of the companv. ' as the Board of
Directors mav direct, and shall make
a 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 bv the
President to do so: lie shall, if re
quired by the Board of Directors at
anv time, give such bond to the cor
poration as the Board of Directors may
require, and upon failure to do so
within ten days thereafter. shall
forfeit his right to the office of Treas
urer, which shall therein. on become
vacant and shall lie fined as provided
in Article V of the By-Laws. He shall
perform 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.
Voting aufl Klectiitn.
Section 1. At all meetings of the
stockholders, the right of voting shall
depend and be governed by the trans-
ler records or the corporation, ami
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 of common
stock mav give proxies to vote to anv
such meeting, and provided, further.
that no holder or owner ot a share
or shares of common stock in the cor
poration shall be entitled to vote at
any election of directors, wtiose share
of stock has been transferred on the
records of the company withjn ten (10
days next preceding the date of such
election.
Sec. 2. At the meeting of the stock
holders, the election of directors shall
be hy ballot. ami a majority of all
votes cast shrill be necessary for an
election of a director.
Sec. 3. The election of officers by
the Board of Directors shall be bv
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 he determined by a majority vote
or the owners of the common stock
Issued, present either in person or bv
proxy, and voting and in th event of
a tie vote, the presiding officer of the
meeting shall cast the deciding vote,
provided, that any stockholder pres
ent may demand a stock vote. When
a stock vote is demanded It shall be
taken immediatelv. and e.inli stock.
Voider present shall be entitled to one
vote for each share of common stock
owned by turn, as appears from the
transfer records of the corporation, as
nereinarter 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 providedl for
whom he may hold a proxv. and the
question shall then be decided amrm
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 stockholders
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 bv
ballot, and each ballot shall state the
name of the person votng, loth per
sonally and proxy the number of
shares owned and voted for himself,
herself, or as proxy for another, with
the word "yes' if the vote he in tiie
affirmative, "and with the word "no" if
the vote be in the negative, or shall
state the name of the person voted for,
if it be for the election of directors.
Sec. T. The President or other pre
siding officer at meetings of the stock
holders may vote at such meetings in
the manner provided by Section -1 of
Article IV of these By-Laws, excepting
when a viva voce -te is taken.
See. tl. At all meetings of the stock
holders for the election of directors,
the President of the corporation shall
appoint two inspectors of election.
ARTICLE V.
Ynraiit'int.
Vacancies occurring during the year
among the officers or in the Boa rd of
id rectors, caused hy death, resignation,
refusal or neglect to qualify, or other
wise, shall be filled for the unexpired
term only by the Board of Directors,
at its regular or special meting, by a
majority vote of the remaining mem
bers thereof, provided, that tiie per
son or persons so letted shall l-e
holders of the common stock of the
corporation.
ARTICLE VI.
Corporate St-itl.
The seal of the corporation shall be
circular in form with the words.
Schlater-Fitzgerald Company, of
1 'la ttsinout h, .N'ehr.," on the circumfer
ence, and the words "Corporate Seal"
in the center.
ARTICLE VII.
The fiscal voar of the corporation
shall begin on the first day of Jan
uary and end on the thirty-tirst day of
December following.
ARTICLE VIII.
Section 1. All certificates of stock
shall be signed by th" President or
Vice President, and also by the Sec
retary, and shall he transferable or:
the books of the company in accord
ance with the provisions of the
Articles of Incorporation.
Sec. l'. Any stockholder who is
about to sell or dispose of any share
or shares of stock must first notify
the President in writing, of the price
at which he intends to dispose of said
share or shares, anil offer to sell sucli
share or shares to the Board of Direct
ors at the sum.-" price. I pon receipt of
such notification, it shall be the duty
of the President to call a meeting of
the Board of Directors and decide
whether or not they will purchase said
stock at such price.
Sec. 3. 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 they are issued, and shall be
issued consecutively according to
uw in ler.
Sec. 5. Subscriptions to the capital
stock must be fully paid to the
Treasurer when the stock is issued,
provided. however, that when prop
ertv lights, live stock, machinery,
tools. and 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 111"
Articles of Incorporation, the Board of
Directors may ascertain the fair mar
ket or reasonable value of such prop
erty rights, live stock, machinery,
tools. and irrigation rights. mer
chandise, fixtures, stocks or bonds of
other corporations, or services, as the
cr.e may be. and after so finding, if it
fin. is that the same are useful to. for
or required by the corporation in its
organization, or in the transaction of
its business, it shall have power to
direct the issuance of certificates of
slock in payment thereof, and any
stock so Issued shall be non-assessable
and fully paid.
Sec. tj. Certificates of stock may be
transferred, sold, assigned or pledged
by and endorsement to the proper
effect in writing on the back of the
certificates, and the celivery of sucli
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 tr-nt
the transferer as the owner thereof.
Sec. 7. All surrendered certificates f
stock sf;all le endJrNl v!th the wool
cancelled" and witli the date of can
cellation, hy the Secretary, and shall
be immediately pasted in the stock
hor It. opposite the memorandum of
their issue.
Sec-. v Implicate certificates of
sfock may be issued when the origin
al have been lost or destroyed, pro
vided the a-Mdiennt furnish an affidavit
of ownership of the loss or destruc
tion and also a bond of irulei.init v,
sa t isfa ctrv to the Board of Directors,
conditioned to protect the companv
ncainst nil loss or damage which mav
occur by 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 the corporation.
Sec-. in. Redemption of anv or all
snares of preferreil stock of the cor
poration may be made by the Board
of Directors, in the manner und at the
time provided in Section " of Article II
of the Articles of Incorporation.
ARTICLE IX.
The officers, directors, agents, clerks
and employees of the corporation shall
receive such salar" 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 bu-i
ness of the corporation. upon the
directions of. and declaration of the
same, bv the Board of Directors, pro
vided, such dividends are declared in
conformity with Sec tion 2 of Article II
of the Articles of Incorporation, and
provided further, that no dividend
sl"ll be declared or paid, which cur
tails or tends to curtail the effective
operation of the busines of the cor
poration. ARTICLR XT.
A mruilmrnlN.
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 tiie records of the Board
at the next preceding Directors' meet
ing, or tlicv may be amended at any
meeting of the Directors. without
notice, provided that three Directors
shall affirmatively vote for such pro
posed amendment, or they may be
amended or repealed by the stockhold
ers at their annual meeting or at any-
special meeting called for thr.t pur
nose bv the affirmative vote of a ma
jority of tiie stock.
Approved:
EDWARD FITZGERALD,
FRANK E. SCHLATER.
JAMES A. FITZGERALD,
SAMt'KL ORLOFF.
HENRY R. GERING.
Directors.
T1( i: TO C(1T1I ('T(1I1S.
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 specifications now on nie
Flans and specifications now on n:e
in the office of the County Clerk at
Phittsmonth. Nebraska.
All bids to be tiled up to VJ o ciock
noon on Saturday, February 2Mb. 1914,
and bids to lie opened on Tuesday,
March "d. 1914.
Board of County Commissioners re-
Serve the right to reject any and all
bids, and in letting contract reserve
the right to let same in whole or in
part.
A certified check for SyOU.Ul) must ac-
companv each bid.
D. C AlOKU A.-s, county lerK.
!-2-4wks
M'G L MITICE.
Robert R. Latta. the unknown heirs.
legatees and devisees of Robert R.
Latta, deceased, Nathaniel H. P.arnes,
who appears of record as N. H. Barnes.
and the unknown heirs, legatees and
devisees of N. H. Barnes, dec-eased.
You and each of you are hereby
notified tht on the 22nd dav of
January. 1914. William E. Strauh filed
his petition in the District Court of
Cass County. Nebraska, the object and
prayer of which is to auiet title in
himself against you to the following
described premises, to-wit: The south
east nuarter of Section twentv-nine
(29, Township eleven (11). north of
Range thirteen (13), east of the Sixth
Principal Meridan in Cass Countv.
Nebraska, and to exclude you and each
of yon from said land and everv part
tl.cre-of, mid from any interest therein
or lien thereon and to satisfy and
cancel the lot lowing described moit
gagfr appearing of record agam-d said
land: One mortgage for .).l
tiven bv 1 1. E. Fleming and wife to
Hubert R. ljitta. d-ited October s. 1m v
and recorded in book C" f mortgages
at page '. of t:ie records of Cass
County, Nebraska. and oi.e mortgage
for the sum of $.i'0.Ht gien t y l:c,bit
R. Iitta and wife to N. II. R.irn.s.
vhole real name is Nat h.tniel II.
Harries, dated Aui;ui f. I ;. ui;d re
corded in lii.uk "li" of mortgages at
page lit;, of the record.; of d.-s Coun
ty, Nebraska.
You sire required to answer si.nl
petition n or be 'ore the :uh dny of
.March, 1H!4. or slid petition wit? be
taken as true and a cJeeiee rendered
uccoi ding! v.
WILLIAM E. STRAl'B.
W'. F. MO-RAN. Attorney.
1-2C-4 wks
MiTicr: Tt ii i:iri oik.
In County Court.
STATE OF NEBRASKA.
Cass County, ss.
I:i the Matter of the Estate of Jacob
W. Vallery. Dec a.-ed.
Notice is hereby given to the credit
ors of said deceased that hearings
will be had upon claims tiied against
said tale, before pp.. County Judge
of Cuss County. Nebraska. at the
County Court room in I 'lat tMiPuith. in
said County. on the ivth day of
March. l:i4. and on the !ith dav .f
August. 19 i. at 10 ci lo. k a. m.. ea-'h
dav for examination, adjustment and
allowance.
All claims must be filed in said
court on or before said last hour of
lien ri n
Witness my hand and seal of sail
Couniy Court. at Plattsmouth. Ne
braska, this iMh lav of January. 1 f 1 4.
(Seal i ALLEN .1. RKESo.V.
Countv Judge.
1-29-4 wks
NOTICE TO CONTRACTORS.
Sealt-il liIs will It ircfivil at
Iho oHk-c of th' County di rk, in
his n!ic; at JMatf Minutli, Ca-s
County, Nebraska, up to i itV!xk
p. in. n Monday, F hruary 10.
1015. for the it-ction and com
pletion of a two-.-tory brick jail
and sheriff's residence, to !
located on the court house
grounds in Plattsmouth, Neb.
Plans and spt-cilicat ions can he
seen at the of ice of the County
Clerk, Plattsmouth. Nth., or in
the office of .1. P. !uth, Architect,
Omaha, Neb.
A certified check of ..j0f.!f)
must accompany each bid.
County Commissioners resorve
the ri?ht to reject any or all bids.
II. C. M K IAN.
County Cb'rk.
Dated. Piatt sm outh. Neb., January
13, I'M i.
l-15-0t
FJvEE TO FARMKRS
1 5y special arrangement the
llatekin Seed House of Shenan
doah. Iowa, will mail a copy of
their Jiiir ltli Illustrated Se.-d
Hook, and a sample of their fam
ous "liiamoiid Joe's Hi": White"
seed corn that has a record of
o;-r 2!HI bushels per acre, free o
every read.-r of this paper who
may be interested in the crops
they p!ant. Tins book i a com
plete compendium of farming
and farm and garden seeds. It
tells how to il-iow bir crops and
all about best varieties (lf M-ed
com for your locality; also Seed
Outs, Wheat, Harley, Sp.-Itz.
brasses. Clovers, Alfalfa. Pasture
and Lawn Mixtures. S 1 Potatoes
and all other farm anil "anion
so ds. This seed 1 k is worth
dollars to all in want of see,? of
any sort. It's free to all our
readers. Write for it and men
tion this paper. The address is
FfATEKIN'S SEED HOUSE,
Shenandoah, Iowa. Box 227.
An Idea! Woman's Laxative.
Who wants lo take salts, or
castor oil, when there is nothin
betler than Dr. K mar's New Life
Pills for all bowel roubles They
act gently and naturally on the
stomach and liver, stimulate and
regulate your bowels and tone up
the entire system. Price 23c. At
ail druggists. II. K. liucklen &
Co.. Philadelphia or St. Louis.
"Clean Up the Bowels and
Keep Theai Clean"
There are many rcrreii-es to be
had for cor.stipr.tiop, Lv.t the d;ta
cnlty is to procure ore thnt acts
without violence. A rcmcdv thit
dees rot perform
bv lorce what
ff should be accom-
. --n vl rliMu-d bv perstia-
U? ft sion is Dr. Miles'
(j 4) L-::uive Tablets.
J- Attrr ii:nr' thrrri
Mr. N. A. YaJd?n,
315 Washington
rmV-'' "Almost all my
tnthfi&.;,s IJ.'e I bavo b-en
troubled tvita conftipatlori. anj have
tried many remed..s. t:i of which
soemed to cause pain without k:-. ir.5
much reUef. I fi:vii: tri.-d lr. JJ.l.-s'
Laxative TnMets and fuui.d thorn ex
cellent. Tl.'-ir action i.- j.l.-.ir.t and
mild, and their chocolate tte makes
thera easy to tal;c. I am more than
glad to recomaieiid them."
"Clean up the bowels and keep
them clean," is the advice of all
physicians, because they realize the
danger resulting from habitual con
stipation. Do not de!ay too Ions,
but begin proper curative measures.
Dr. Miles' Laxative Tablets area
new remed3' for this o!d complaint,
and a great improvement over the
cathartics 3-011 have been using in
the past. They tate like candy
and work like a charm. A triai
will convince you.
Dr. Miles' Laxatire Tabbts are
sold by all druggists, at i.'5 cents
a box containing 25 doses. If net
found satisfactory after trial, re
turn the box to your druj-gist and
he will return your money.
MILES MEDICAL CO.. Elkhart, Ind-
4
Children Cry
I; 4
2sS
The Kind You Have Always
iu use fur over HO j-ar
S'Zccc&ZZ Allow
All ."ount'Tfeit. Imitations and .Tnt-a-sl "rr bat
Uxncrixut'iitd that trillc villi ami cndansrrr tin? health of
Infants and Children H&ncrit-ncc aAint HjcpcrinicnU
What is CASTOR I A
Casforia is a. harmless jtn1stitnte ior Catr Oil. Pare
porir. Jlrop and Nothiii;r Sjrup. It i iIuant. IS
contains iu illi-r Opium, .Morpliino mr th-r ' arm tic
.ultanoe. Its a?o is its guarantee. It destroy "Worm
nnd allays F'erihness. lr more than thirty jear 16
lias Imm'ii in -on.taiit w.e for the rdicl of C'onti:atiunv
Flatulency, "Wind Colic, all Teething Trouble and
liarr!ma. It rejrulate the tomarh and Ikjwrli,
assimilates the Fm1. j;iin:r healthy nnd natural fclcen.
The Children's lanacca The I5iuthcr4 Friend.
GENUINE CASTOR I A ALWAYS
Bears the
The Kind You Have Always BongM
In Use For Over 30 Years
WARNING TO THOSE
WHO SKATE ON THE
STREIGHT POND
From Tcffiav's Pally.
Tile vo'lll- I'lf. T "ltie -f
(linn whii liaf Inin iii lhi- lialut
of ir i i n tn the Stivi-Lt j r: i .
nurth of the city, ) -Wate, hae
Hll 1 1 f t Oi 1 t !ie:il-el ,.s jj! such a
nianiHT as to furce th" !- of
tin.- lan.l. Mr. Krn.-M SNnn.T. t.i
is-u- a warning aain-t tlnir
coiuiti- 1 hi-re jf tiny i-aiMi- t
hae thrnicl i's a:ni hnv a lil
tli ii'raril f'r I In pri"Tty ri-ht-f
the owner i'f tin- ji'ai'e. Mr.
Sti-iuiT !" in't care almit any
one 1 i S 1 1 1 IT the 1 1 1 t -kate
anil heretufi'i'e has n t mterfer
reil in any way with the .-nj-.y-Tliellt
i'f the skaters, hut tliey
!iae hin a rank ilirei:ar.l "f
the proj.er nppreria!:i:i of the
ri'iirtesv shown, a they hne
turn up part of the rattle sfo- I
anil lnr:i-; there Jo make fire
with, anj a-; the Jessie will l-
helij responsible for the lo-J to
She property he feels that he v. til
he Compel Ieil to take s!ej , t
protect himejf in the matter Iv
not allowing anyone ! th"
poiiil if they canno! r; -aril the
rii:hts of the property owner ar,-l
leave the li'J i 1 1 ll'.' flee from
molestation an-1 lef ruet ! o.
Thoe who have l.een .1 miir t ii -
mischief will take a warning :ir" l
"cut out"' thi h.-ihit of ui:ix the
huililinir material for llrewoo.j.
TlLEFHCvl
AH IDEAL CHRISTMAS GIFT
A telephone combines everything you
have imagined an appropriate Christmas
Gift should.
It is a Remembrance that will be treasur
ed by the entire household as an indication
of your expression of Holiday Sentiment.
Adds pleasure, comfort and security to
the lives of those about you. Order a tele
phone at once so that it may be installed in
your home as a Christmas Gift.
Lincoln Telephone and
Telegraph Company
J. K. POLLOCK, Local Manager
for Fletcher's
1
Bought, nni iLirh ha hrtn
lia lorn the idirrmtrire tit
I r I II
and lia- Lecn nuulo tinder hi per
sonal eupenldun dn-e It Iiifanry.
ih one tIe-fi you In tl:i.
Signature of
Wonderful CougTi fttmedy.
Ir. Kin.r'."' N'-w In-c ery i
known eerywhTe a the rern-.!y
wlmh will surely t a r.xn'.i
or CM. I. I'. Law- i of EI.!--:j.
Tenu.. write: Ir. Kir: N-w
Ii-coery i- the ni"-t wo.l-rfu!
rou-h. coj. a::.l throat ar.I I;;:.,
rri'-ilicine I cmt oM :n r:;y -t-.r.
It can't h" I-eif. It !! with ut
any tr..!;Mf at all. It nei' r-
guarantee. Thi n tm-.
enu-e lr. Kin- N v l.r .vry
will reh.-e the rj. t oh-tirate of
coughs an. I co!.J . I tr -'.I !
ip;irkly he!;.e,i hy ji . .j
-h-'l!.I keep a t.ottle 71 ll..1 h ;
at all times f..r a'l th. ni.'r;:!.-r
of the f.imily. V an.1 fl."i.
Ml rTii-' or bv rni:I. H. E.
Htickh-n A. Co., ph la !-!; h a or
?t. Loui?.
For Sale.
Ih ine farm of 170 acre-. :X
mies ...uth of p'.itUm o.fli. t..
an, I one-half rnii-- r.ortfe.it of
Murray. M.zht f.-r.-i.Jer 1
aere a j art payrr.e it. For par
ticular write or call.
Mr. C. L. dreamer.
Route I, MatUn .uh. N-b.
y m 99 9 9mmm9m m mm9m
PiV
I
J O. Samlin. P. V. M..
eradiate of th Kani C.ty r
Veterinary i per-
niincr;t!y l- eate.! in Matt- -r
ni 'uth. Ca!!- an' -r- l
ilay or r.isrht. 'Miue
!- Oi'Ice e"7 Maia.