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About The Plattsmouth journal. (Plattsmouth, Nebraska) 1901-current | View Entire Issue (Feb. 5, 1914)
THURSDAY, FEBRUARY 5, 1914. PLATTSWOUTH SEMI-WEEKLY JOURNAL. par: v - i 1 , -KTICI.r:S OK n('ORPRATIO AXU HI-LAWS or Srhlatrr A Kitx-serald Company. Known All Men by Thwe 1're-se-nts: That we. tbe unde-rsigrneel incorporat ors, pursnant to the Stalute-s of the istate of Nebraska, ia Mich cases made and provided, do hereby associate our-se-lve-s as a lody politic- and incorpor ate, in tl.e- manner and for the pur poses hereinafter mentioned. AIITICLI-: I. Thf name of this corporation shall be "Sclilater -V Kitzpre-rulel Cunipu n v." abbreviated title & Stock Com pany." AUTICLE II. Section 1. Tlie authorized capital Ftock of this corporation siiuil lee- Kive Hundred Thousand $." ijO.eMliJ lJollars. divided into Kive Thousand ("..ooi)) shares of tie par value of tine Hun dred $100.00 Dollars, each of which Thirty-rive Hundred loiuui shares Fhall he ireferred stock and Kifteen Hundred 10u0 sliare.s shall he com mon stock. Sec. 2. Preferred stock shall from earnings le first p&id dividends after two years from the date of issue until retirement at a rate not exceeding per ee-nt je-r annum, payable annually, and shall after payments of dividends of 8 per cent upon the common stock, participate equally in dividends with common stock. Preferred stock fhall have priority in payment in dividends up to S 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 d?te of issue, bv the pavment in cash of One Hun dred anil 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. Sc 4. The holders of preferred stock shall not be entitled to any vot ' ins; power in the coi ioration. Sec. 5. When the stock is fully paid, it shall be iion-assessahle and the stockholders shall not be personally liable for tlie debts of the corporation. Sec. 6. Tlie stock of this corporation may be paid for either in money, notes, property, property rifrhts. live stock, machinery, 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 rierhts. live stock, machinery, tools, irrigation rierhts, mere hand ise. fixtures, stocks or bonds, or services are useful to. necessary for. or required by tlie corporation in its organization, or in the transaction of its business, and any stock so issued shall be non-assessable and fully paid. auticut: hi. The principal place of transact inp the business of tlii-t corporation shall tie in the City of Platlsmouth. Ne braska, but it may have such addi tional places, at which it may transact its business, as may be lie determined by its Board of Directors, and it shall be empowered to transact its business at such subsidiary places of business, whether within or without the State oi Nebraska. AHTICL.E IV. The general nature of the business of this corporation shall be breeding, raising, buying and selling of live stock of any of the races; the main taining of ranches or farms or elevat ors or anything pertaining to farm or ranchinsr; buyintr, sellins and leasing of rights, privileers and franchises, real estate and other property to te used in conducting of a live stock business or in connection therewith; buying, seilinsr. makintj and transfer ring notes, mortuasres. 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 ness with its own stockholders. Incor porators, officers, or boini holders, the same as with other parties and to do anv and. all -other acts or tuinirs neces sary for the enjoyment and exercise of its "corporate powers and existence, whether conferred upon this corpora tion by their Articles or By-Laws. AUT1CLE V. The higrhest amount of indebtedness to which this corporation may at any time subject itself shail not exceed an amount equal to one-thirj (1-3) of its paid-up capital stock. AKTiCLE VI. This corporation shall commence business on the ltt da of January. 1914. and shall terminate on the 31st day of December, Hti4. and it shall be authorized to tratsact its corporate affairs when tries-? Articles of In corporation shall have been fully tiied as required bv law. AltTlCI "K VII. The affairs and business of this cor poration shall be conducted by a board of five Directors and by the o;!icers hereinafter provided for. AKTId.i; VIII. Section 1. The following named per nors, who shall hold office until their successors are elected, at the first reg ular annual meeting? in January. 1915. snail constitute t:;e first Board of Directors of the corporation: .Frank K. Schlater, Kdward Fitzperald. James Kitznerald. Henry Jl. Oerinfr, and Samuel Or 1 off. and from their number the following named persons, who shall hold orhce rntll their successor are elected as hereinafter provided, shall constitute the officers of the cor poration: 1'residtnt. IMward Fitz perald; Vice l'resicent. Henry ft. ler Ins: Secretary and Treasurer, Frank K. Schlater. Sc. The retnilar annual meetlna: 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 I'lat tsmout h. Nebraska, at which meetimr the Board of Directors shall be elected from their own numlKr. 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 tilled as provided in the By-I-aws. Sec. 3. Special meetings of the stockholders for the purpose of trans actinfr any business. stated or em braced within the call, may be held at any time upon the call of the Presi dent. Secretary, Beard of Directors, or the holders of two-fifths 2-r, of the common stock, afte r jrlvincr fifteen 1 " days' written notioe thereof, by mail, to each of the holders of common stoc k, at their addresses, as shown upn the records of the Corporation. Special meetings may be held in the City of l'iattsmouth, Nebraska, or at such other places as may have been selected by the Board of Directors for the pur pose of transact inir business. AKTICLi: IX. The Board of Directors shall, as soon as convenient. after their election, meet and elect, from their own num ber as otlicers of the corporation, a I'rerident, a Vice President, a Sec retary, a Treasurer, who shall hold office'until their successors are elected. Vacancies occurring anions the officers shall le filled as provided in the By laws. The otfioe of Secretary and Treasurer mav be held bv one person. atiticli: 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 by the Bo.ird 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 ofTer th same to the Board of Directors. at the same rate for which he is about to dispose of. or sell said share or shares and said Board of Directors may purchase such share or shares at such fi.eure or price, said purchase to be for the eneflt of the rerrainlns? 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 fljrure less than the price or figure at which he offered to sell the same to the Board of Director, then and in such event, the Board cf Directors may re fuse to recognize such transfer or sale, and may cancel and annul said stock upon tendering to the holder thereof the price paid bv I 1m for such stock. ARTICLK XI. The Board of Directors shall have full power and authority to make anv and all rules and By-Laws for the proper government management, and control of the buriness affairs of this corporation, and they may alter and amend the same. -n accordance there with, provided said amendments do not conflict with these Articles of In-! corporation. " " ATiTICLE XII. " These Articles of Incorporation may be amended at any regular annual meeting of the stockholders, called for that purpose after dut- notice, pro vidded that such propos-d amendment be first approved by three-fifths vote of tlie entire Board of Directors, and if so approved, he entered at large upon the records of said Hoard. A draft of any proposed amendment or amendments, as the case may be, may be 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 thij 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 bv 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 l ave here unto set our hands this I'Otli day of December. 1M.5. Kxecuted in triplicate in the pres ence of KPWAP.I) F1TZOERAU), I'K.ANK K. S" 'Hi. ATKK. jamks a. fitzc;i:i:ald, HKNitv i:. :i;i:iN;, SAAll'EL BLOFF. State of Nebraska. Count v of Douglas. ss: On this oth day of December, 10.1. before me, Olive Veiner, a notary public-, duly commissioned for. qualified and residing in said county and state, personally came Henry K. clering and Samuel oYlofT, to me well known to be the identical persons whose name are subscribed to tlie foregoing Articles of Incorporation and they severally ac knowledged the execution of the same to l 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 WKINFZII. Notary Public. Mv commission expires August 23d. 1919. State of Nebraska. County of Cass, ss: On this COth dav of December. 1013. before me. A. L. Tidd. a notary public, duly commissioned for. qualified and residing in said county and state, personally came Frank K. Schlater, Hdward 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 tmto subscribed my name and affixed my notarial seal the date last above written. (Notarial Seal) A. L. T111. Notary Public-. Mv- commission expires r October 5. 191a. HV-1AWS of Seblater & Fitzgerald Company. ARTICLE I. AleetingM of I be Stockholder. Section ' 1. All meetings of the stockholders of this corporation, both regular and special. lia.il be hebl at the office of the company, in the City of Plattsmouth. State of Nebraska. Sec. 2. At the annual meeting of the stockholders of this' corporation, directors shall be elected ns provided in Section 2 of Article VIII of ti n Articles of Incorporation. and such 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, 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 Incorporation. Sec. 4. No business other than thot stated in or embraced within tlie call 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 bv proxv. Sec. 5. 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 i-i of the common stock issued. If the President neglects for fortv-eight hours after such request is made to call such special meetinir of the stockholders, then the stockholders I making such request may tnem.se.ve.s 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 stockholders shall be called or held except as authorized bv 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 may be elected at such special meetings, in the manner provided for their election at annual meetings of the stoc kholders. Sec. S. At all meetings of the stock holders the President of fie 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 meeting, shall attest the minutes of the meeting, anil who shall have the same powers as the President in presiding at the meeting. Sec. S. 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 quorum for the purpose of transact ing anv business. Sec. 10. At all annual meetings of the stoc kholders the following order of business shall be followed so far as consistent with the purpose of the meeting, unless such order or business is waived by maioritv vote, viz: 1. riendinsr of the minutes of the preceding meeting and action thereon. 2. Report of the President. 'A. TIenort of the Treasurer. 4. Report of the Secretary. f. Report of the committees. R. Election of directors. 7. Vnfinishe business. 8. New business. ARTICLE II. Meetlne of the Ilonril of Director. Section 1. All meetings of the Board of Directors, both regular and special, shall be held nt the office of the com pany, in the City of l'iattsmouth, Ne braska. Sec. 2. The Board of Directors shall meet regularly upon the first Tuesday of each month, at ten-thiry (10::;o" o'clock a. m.. provided that such res-ular monthly meetings may le nostponed to such future elate as may lie 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 reirular monhtly meetlntr, 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 anv 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 meetintr, to each member of the Board., except ing to him or her calling such meet ing, at their postofilce 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 le snread 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 i.oard shall preside, and in the event of his absence the members thereof present shall elect, from their own number, a chairman pro tempore, who shail preside at that meeting, attest the minutes of the meeting, and who shall have the same powers as the chairman in presiding at trie meeting. Sec. .r. The Board 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 contrails or agreements, for the 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 K' La.ws or the Laws of the State of Ne braska. Sec-. C. At all meetings of the Board of I Jirectoi .-. three members theieof present shai. 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 tlnir election by t lie stork holders, elort one of llieir own number as Chairman of the Board, and he shall hold office until the uxt succeeding reirular an nual meeting of the stockholders. ARTICLE HI Section 1. The President of the corporation shall preside at and call to order all meetings of the stockhold ers of tlie corporation and shall be ex officio a member of all committees. He shall sign all certificates of stocks, deeds, mortcages and contracts and shall countersign all checks, bills and submit a complete report of the cor poration and condition of the corpora tion for tl.e year, to the stockholders at their regular annual meeting of each ear, and also to the Hoard of Directors, at such time as he- may be called 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 require to be presented to their notice. He shall perforin such other duties as mav 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 tbe corporat im usually vested in his oflicc. lie shall have power to employ and discharge clerks, employees and accents, provided, how ever, that the Boa i-il 'f Directors shall have power to direct, by a majority vote, the employment or dismissal of anv clerk, nt'enl or employee. Sec. 2. The V ice 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 meetings 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, transfe rs find cancellations of stock of the corporation: shall cancel all shares of stock presented to him for thnt purpose-, and shall preserve all certi ficates of stock transferred or can celled, lie shall k"ep a record, alphabetically arranged, of all persons who are stockholders of the corpora tion, showing their respective places of residence. th t, umber and kind of shares held by them respectively, and the date when they became the owners respectively of each and such shares, the amour t or amounts paid tlu reon. which book shall be open for inspec tion of stockholders, during the usupl business Honrs at the office of t he company, lie shall also be the trans fer iigent of the corporation for t tie transfer of all certificates of stock. He shall attend to the giving anil serving of all notices? of tiie corporation; I o shall attend to such correspondence as mav be asigru-d to 1 ini: he shall keen the se-al of the coiT-ora t i on. und shall affix the? same t- all certificates of stock and to such other instruments as he may lx directed so to io, bv 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 bv the Board ef Direc tors or by action of the stockholders. Sec. 4. Tiit- Tressiierr shall hnvc the general custody of. and shall de posit in the name of the corporation, all money smd securities belonging to the corporation, in such lank or l.an'r.s. trust companies, and safe deposit vaults as may be selected by the Board of Directors: lie shall sirni all checks, drafts. petes or other in struments for the payment of money, or the deliver-".- of securities of the corporation, which shall also be countersigned bv the President, or bv such other officer as the Board of Directors may designate: provided however, that no pavment of money of the corporation shall be mail" except by check as hereinbefore provided, and provide-el further, that no check shall be drawn. signed and countersigned for the payment 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 Board of Directors. The- Treasurer shall keep such books of account, which may at all reasonable business hours be ex amined by any director or stockholder of the company. as the Board of Directors mav direct, ntnl shall make a report of the financial condition of the corporation to the stockholders at each re-gclar annual meeting, and to the President, or to the Board of Di rectors, whenever reouested bv the President to do ;:o: he shall. If re eiuired by the Bop ''cl of Directors at anv time, give such bond to the cor poration as tlie Board of Directors may reciuire. and upon failure to cb so within ten clays thereafter. shall forfeit his right to the office of Treas urer, which shall thereupon become vacant r.nd shall be filled as provided in Article of the By-I.aws. He shall Perform such other duties ns mav be delegated to or required of 1 im bv the Board of Directors, and shall pe-rfurm all other duties incident to or usually devolving, upon his o.'lice. ARTICLE IV. Vetting mill Kleet in. Se-ct ion 1. At all meetings of the stockholders, the riuht of voting shall depend and be- gove.i loci by the trans fer rerin ds of the- corporation, anil only such pe'rsons shall be entitled to vote who appear upon such transfer records as owners or 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 cuvner 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 flock has been transferred on the records of the company within ten (HH days next preceding the date of such election. Sec. 2. At the meeting of 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. Se-c. .'5. The election of officers bv 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 qti'-st ions, the decision of which is or mav be regulated by statute, shall be determined by a majority vote 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 presiding officer of the meeting shall cast the dec-id ing vote, provided, that any 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 stuck 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 mav hold a proxv, and the question shall then Vie derided affirm atively, by a majority vote of all shares of common stock ef said cor poration issued, present either in per son or by proxy, and voting. Ail vot ing at meetings of the stock ImMers shall be viva voce, except a vote for me election or directors, a vote nnon i an amendment to the Articles of In corporation, or when a stock vote is I demanded, each of which shall be bv i oauot, ana eacn ballot than state the name of the person voting, lioth 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 vole b in the atfirmat i ve, "and with the word "no'' if the vote be in the negative, or shall state tiie name of the person voted for, if it be for the election of directors. Sc. a. The President or other pre siding officer at meetings of the- stock-holde-rs may vote; at such meetings in the manner provide-d by Sect inn 4 of Article IV of these By-Laws, excepting when a viva voce- vote is taken. Sec. t;. At all meetings of the stock holders for the e-leetion of directors, the I're-sident of the corporation shall appoint two inspectors of election. ARTICLE V. n-n-le. Vacancies occurring during the year among the office-rs or in the Board of Directors, caused by death, resignation, re-l'usal or neglect, to isualify, or other wise, shall be- tilled for tlo- unexpired term only by the Board of Directors, at its re-gular or spe-ci.il meting, by a majority Vote of the iin:i i n i n g mem-be-ts thereof, provided, that the- per son or persons so b-cte-d shall be holders of the common slock of th corporat ion. ARTICLE VI. CirMira(r Se-ul. of the corporation shall be The seal cue lilar in form with the words. Sc l.ialer-r MZgei aio roni,an, Pia t tsmout h. Nebr.." or- the ircumfei--e in -, and the words 'Corporate Seal" in tiie center. ARTICLE VII. Tiie- fiscal vear of the corporation shall be-gin cm the first day of ,lan uarv and end on the thirty-tirst day of Decent i.er following. ARTICLE VIII. Section l. All c-e-rt ideates of stock shall be signed by the- President !" ice President, anel also bv the Sec-l'ej-, and .'hall be transferable on Hie books of the company in accord ance with the provisions of the Articles of Incorporation. See-. 2. Any stockholder who is about to sell or di,ose of any share or shares of stock must first notify ;he- President in writing, of th price at which he intends t" dispose- of said share or shares-, and otter to si ll such -hare or shares to 1 he Board of Director.- at the saiio price-. I pon receipt of such notification, it si all be the duty of the I're-sident to cn'l a meeting of the Board of Diteclors and dec-i le whether or not they will purchase said s t in k a t sue h pric e. Sc. ::. All cert if!'-:, te.s of stock of the corporation shall be attc-.-ted by its corporate sea!. Sec-. 4. Pert ific-ate-s of stork shall be rii'inheivd and registered in the bo..k kept for that purpose in the order in which they are issued, and shall be issued consecutively according to number. S-c. ". Subscriptions to the capital sto, k must be fully paid to the-Tre-asurer when the sunk is issued, provided. however, ti.at when prop erf.' rights, liv- stork, machinery, tools. and Irrigation rights, mer chandise, fixtures, sticks or bonds of ether corporat ions. or services a re sold, assigned, t ra risfe-ire d or conveyed to or rendered ti.e corporation, as pio vi.le.l in S-ction N of Article. 11 of the Articles of Incorporation, the Board of Directors may ascertain the fair mar ket or reasonable value of such prop erty rights, live stock. miichiner-y, loirs. and irrigation rights. ruer chii !idi.-e. fixtures, stocks or bon is of rll.er corporations, r s-rvii e, -.s the cas" may be. and afte r so finding, if it finds that the same are- useful to, for or required by the corporation in its organization, or in the transaction of its bisiness, it shall have power to direct tlie issuance of ce-rt ificat es of stock in payment t he-reof. and any stoc k so issi:e-d shail be non-assessabie and fully paid. Sec. i. Ce-rt ificrites: of stock mav 1 t r:-.nsferreii. s.-ld. assigned or p ledge. 1 1 v r.nl endorsement to the proper effect in writing on the ba'-k of the tificate-s. and the delivery of si ch c ei tifi ale s; provided H at until !"?; c of such transfer is given to the s- -retary of the corporation. by s:ir-rer.ret-'ng the certificate of stock for o;-epilation, when a new certificate ef .-tock in lieu thereof shall be issued, the corporation may regard and treat the transferer as tiie owner thereof. Sec. 7. All surrende red c ert itieates of stock shall bo endorsed with the word "ca not-1 led" and with the date of oun ce i kit bn. by the Secretary, and shall he immediateiy pasted in the stock 1 c.-.k, opposite the memorandum of t! eir issue. Sec. S. Duplicate certificates of .-fork may be issued when the- origin al hav "been lo-.-t or destroyed, pro vided the n-rdiciMit furnish an affidavit of ownership of tiie loss ir de.-tr-ic-tiir and also a bond of indvrsn i t v. satisfactory to the Board of Directors, conditioned to protect the company gainst nil loss or damnge widen may ocror bv reason of the- issuance of the ilunlifii'e c-ert ifica t e of sto- k. See. !t. The holders of the preferred stock shall not be entitled to voting I-iiv.-ers in the me-e-tir.gs of the stock he. hiers of The corporation. Sec. 1. Redemption of nnv or all shares of prefe-rred stock of the- cur-lu-rttion may b made bv the Board of Directors, in the manner and at the time- provided in Section " of Article II of the Articles of 1 ne-orrtorat ion. ARTICLE IX. The ofTice-rs. directors, agents, clerks and employee-s of the- corporation shall receive such salary or wages as c-om-tc ns-at ion for their services as ma v from time to time Irf- determined and tixeel by the- Hoard of Directors. A RT1CLE X. Dividends shall be declared from the surplus or net profits of tlie bosi ness of th- corpora t im. upon the directions of. and declaration of the same, l.y the- Board of Directors, pro vided, such dividends are de-in red in conformity with Section 2 of Article II of the Articles of Incorporation, and provided further. that no dividend hnll be declared or paid, which cur tails or tends to curtail the efei the operation of the busines of the cor poration. ARTICLE XI. iiic-imIiik-iiIm. These Bv-Laws may be amended at anv Directors meeting by the affirm ative vole of three dite. tors, proviele-d. that a draft of the proposed mead-m-nt shall have be-en submitted unci spread upon the records of the Board at the next preceding Directors' meet ing, or tiiev 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 mav be amended or repealed by the stockhold ers at their annual meeting or at any special meeting called for that pur pose by tlie affirmative vote of a ma jority of the stock. Approve! : EDWARD FITZtiKflA LD. FRANK E. SPHLATER. JAMES A. ITTi 1 ERALD, S AMI' EL iRI.c )F'F. 'HENRY 11. ji:.':i.w. Directors. AOTICI-: TO CITK rT4llli. Countv Clerk instinct -d to call for bids for wood and Heel bridges and conc rete work, soic-h as arc lies, wings and abutments, for the year lftll, in Pass County, Nebraska. Plans atol specifications now on tile Plans and specification.'- now on tile in the office of the County Clerk at Plattsmouth. Nebraska. All lids to be til'-. I up to 12 o'clock noon on Saturday, February 1Mb. lM, and bids to he opene-d on Tuesday. March :td. 1H1I. Hoard of County Commissioners re serve the rirlit to re.ii-i t any ann an bids, and in letting contract reserve the risht to let same in whole or in part. A certified check for JTiOO.OO must ac company each bid. D. C. MOUUAX. County Clerk. 3-:t:-i-ks i.F.r;i. ivoTici:. P.ohert Ti. Latta. tiie unknown heirs, leirnte'os and devisees of Uobert P. Latta, deceased, Nathaniel H. Parnes, who appears of re-cord as N. If. Parties, and the unknown heirs, le-gatc-es and devisees of N. H. I'.arnes, deceased. You and each of you are hereby notified thfet on the iiCnd dav- of January. 1S14. William K. strand tiled his petition in the District Court of Cass County. Nebraska, the object and prayer of which is to eiuiet title in himself asrainst you to the following described premises, to-wit: The south east ciuarter of Section twentv-nine i-Ul. Township eleven Clll. north of Pancre thirteen (12), east of the Sixth Principal Mridan in Cass Countv. Nebraska, and to exclude you and each of you from said 1a?:d a;td every part thereof, and from any ir:t-i.--t t'e-.e.n or ieit- tl.fieon and to .-.iiw:'. and caio el ti e- 'oiiwl:ig de. ; i 1 no: t gage appe-ar:iig of lecuru a;a.:. t said laiiei: ne mot t -.. ge f f l.o,o..ei given bv ;. E. K:-:;..r:g i. 'id . ' to Robert R. l.atta. dated ctohcr . D' v ilf.d reel. riled III book "" :.inl!,e at ge ;. of toe t ec o) d. of c c'onntv, Ne brasl.ii. and :o- nrnrt g;s - for ti.e sum of Sinn in- gj.. ri bv i. .'.' i t R. Liilta and wi;'e to N. II I'.a : a. . whole real name h- .;, i ha n ! h Hi.rues, dated Au.ist I ' ..rel re - corded in hook "L' i f in... t i.-.iges :i: page ..l'". of tl e records of c'.i-s Coun ty." Nebraska. You are requiree! to ans'.-.er said petition on or Uioie the '.ith ':i of .Mate-.., T.'f t. or sa.d petition -.sol h. tab en as true and a d-.-i .i;.ie.l accord i ng ! v. WILLIAM 1 '.. .-TR U E. AV. F. Mi RAN. A l tome.. 1 - . t. - t a k - Mi l M E T Bl'.llt'HHt.. Im iint iiurt. STATE F XEI'.RA.'K . ' i - s Co i i 1 1 1 v , s . 1 i the- Matter . f the E-tiit" of .la cob W. Vail. rv. D-. ea d. N.dl.e ;- I. ere- he lil'.'SI to tie .'. t- ors of :io I tl -.-. ti .it l .'.ir :i-;- WiH be had upon claims I ...1 au.ii:. I S.'li-i e- tale-, be-lole 1.-, ('...lit. .!ii-IV of Pass Comity. Nebra-ka. at 1! c'onntv Con't r..om .ti 1 '1 . t ' - n c u i h. n. siii-t I'm T.n , on the iii i.a . t March, lt'l-t. and on il.- ::.;h .1 iv of Autru-t. It'll, at 1" o'i 1... I; a. to. ..or ii;.v for ea tn i n.it i"ti. a d u- t to. -n t an-l ;i I ir V a I. re. All ciaims must be fil.-.l p, y:, cnrrt on or l.rfoie- s;,,d I.i-t 1 if "t h e r i i n g Witness ni- hand aid seal of .li Pinntv Court. at 1 'la 1 1 - r...i; t h. Ne braska. tl.H :Mll dav of . I i e i I : I 1:1 I Sea! ALLEN .1. I ' I . i 'V County .l-oh-c 1 - j a i iv k NOTICE TO CONTRACTORS. St'dle'.l llieis Will In- IllilMii :it Mil- ofiM-e' 'f -'"Miily r.l.-rk. in Ins ntlir-o ;H JM.iH-iiii.tit!i. C.;--r..i inly. Nebr ri-!.n. up tn I "'!" k p. in. n M' imIuv. J i l.niPi'v ir.. l'.'Ii. fir Hi-- i-ii-cLii mi :i 1 1 I i i plefinll of il t VA -.-! '! ' li n k j:iil Ull-.l shlTifl'S fl -lile l.l e-. tee lo Icildti'il nil ill' 'tilt t:it!-e- g pi itiipl-; in I'lnl ! -iMi'ti' It. V . JMmii- ;i!til s j -i tic 1 1 i- i - c;m sfi-li ;it Mm 1 ! i - f tin- '...!i:if r.lerk. I'latt-iii-.tilli. N'l'.. !' ri I In ciiico .if J. I'. ; ii ! !i. An fi ;!' (. t liiialia, Ni b. A '.''! ili'-'i flu-el. "T s." .bi. im i mti-t ncrntiip.'iny racli !i.J. 1 Ij.tinty '..ii!iiiii--ii.i).'r r -.! Mb- right I" I eject any ! all In-!-. I. C. M !. ; AN. c.oi.ity r.i.-.k. Iialoil. T'lallritb'tilli, y '.. January i:;. l.H i. i-!o-r! i.i:i; i. Mint r. In the ouuly ( onrl f into fi.nnlj, el'rnkn. MiTin; op in ti iM. ov im:tith cm: i i i n 1 1 . In the M.t'er of tl- !.-t.(te of C.r- tie!;.i Land. Den ;...!. To All p.-!. .ns Ino ' 1 i". S.ib' Est at : You will t.-:'-io ooti.-e t'.'.t oi .ti.r narv :7th. P 1 ' Willi.- A. Ti,;-1. v. i ' .v, . !,:..! !- petition in this Co. ft a'1.-:,',.-tiiat Coin- iPis Land. hit.- f -...-! C;rntv. departed tl.: i'lf--. i ' :i ' .. n sa .". Ciuntv on tl.e- 1-th l.:v of J. r. narv. It'll. leavit .r an e-tat to i.e .i h'iri l.-ied. and p'aying tl;.f L- t ; t rf .':in in lt ra : i- : o-i i - -Tit. p.. S!;.l to pe; it io;:e i . WiM.e- A. Land, t; widow of said d. ceased. hearing V. i : '. lad vt-oo s.cl -et:lion on tl.e- :th dav of K 1 r:.in . 1MI. rt o'eb.c li in t'e f-.r'Ti...n. tit II j Cumtv Ccirt Room, in tie Cmi Hons.-, in" Pi.utsm.oit n. C. -: . Ne. brasl:a. ni 1 ti-,e '! be n en or be-f-re said Ti-oe of e-.irir.g. f ! j-raver of said petition rr.iv ! i-t a . i. end s :!' !. ot er or i.-rs a-.-! pi ... .-. in tie ;. ises !i a ., t .'fid I - wf .'. adr-. in ist rat ion ef said .-tale riiv r--.t: ; i Witness mv 1 ;ti.1 ..ml t'e r-r.-j' r.f said Court, at ! '! a ' I- mo;, t ! .. tl i- -T!h da ' of -Li n na rv. 1 1 ' (Seal.) ALL I iN .T ItFTiS- N. Com tv J !.!-;. J'-IIN M. LEYDA. Att.-rnev '"or P-tithe., r. OF OFFICERS OF THE BANK OF CASS COUNTY From Wednesday's DaiTy. iSank. of r.a--. Odi,i!. .f the l.-p.ling- J.ai;k ... t!c pat t it' Mi.- slate, lia- ju-1 Im-!. I t!;.ii' annual eleetn-ii f ri : f.r Mm-en-iiin e'ar. aiwl tlie t.re-.en I (Mlicient i. Hirer's were ;iH ie- el.'cte.i to M;e o-it iii they h;:e hoi. j with such marked alnlb. This hank ha ha.l a iip-I ll.it- termir c;t" l.'lile'S, ;iti, I li -linvs a inarkeil im-re:;-.- e.er thai of pi e ioti- yea; - an. I i-ron-lanMy plowing m f.i"r with ih'"M' who are lo.i.i:i:r f : :t -,i-lii'j.o-itory for their wealth. I lie oli'iCel"; fh.i-eil Were1: I're.-i.Ieiit Clmile- ".. I'ar-:n-Ie. Vice iM'ci.l.-nt .lai'. h Tril-ch. ;a-hier T. M. al !... n. A-r-isfnnl r.a-h i- r 11. 1'. I'.it-le'.-oil. Ilirectors C. ' I'.Wilie'e. ..aroh Tiit-rh. T. M. l'al ter:i. It. '. lNitter--o.il. .1. ;. Up h. . ::iul J. I I . l!uetle'ftrer. Tlie I Sank f 4'.a-s l'.oiinl ha for e;il s h't II olie of the .-llo;; linamiil ins! il tit ion- nf the foUIlty Jlil.l the '..ir!.ie:ii'e of III ptiMtc in the atile iiiaitageMient of !!ie hank has increiieil wnli Ihe .ars an.l Mie il of o-st.. cnii-tuntly l.e iuLr jicJ.J. il t p.. ih I'esi.lellls of tile' (ol'.lily rellll" Mie siileiitliel iMjiiner in wlin h Mf hjsiness of the hank i foiiiluct eil. At the nicclm'-' the n-t.al J vi.len.l was th'rlare.l ri the year's Imsit ess and Mie sd ek li ihici's were preally j lea-.-d with Mir' showing; made in tlie ar ju-t. c! sd. For earache, toothache, ii.'iin-. hums, scald--, .sore throat, try Ir. Thomas' Keh-rtie (il. a si.I.-ndiil remedy for emerjrencies. Lnr irrAA f it sit la u.iiii. Ji-iKliM " II- ,illilli,.u Z-'-i e - e-- -3 ivssor.r! UtjCcr.eUL'-srreir? (.p.irni.Mj.Til-tnc ruirkxril Nor Nau cotic. 3 T.r;; i Jf f. '..-ijl"i- Jl, e---'uf.fA -iW- i AttT 'ft r-rtKi-v ffTCrr V.V.rns.rcT-v-ulsiniiJrTii- nc33T.rLo?s o r 5ux?. lac jir-i't Jx"" vrw von.c. -o nU7ran:iTwiri'r r" t Exact Ccry of Wnr. IIGSTON LOAN AND BUILD- KG ASSOCIATIO!i:osASA cqufle Annual Election of CTccri a?i Fine Reports Frcn Th;e In Cht-rgc cf iTsirs. from T-:. ' T-r.' The I. .s. '.-;-. l'.';!l ir :.--....,! I ad:-;- ! ' - a ..i u!,! l.j I I.e- li :i le. ,. i! ..;' .!.- ; h" r.tv t h-..t. -!i t ! " - '- 1 i. ie ' , - , e t 1 1 f..r Mf.i v.-;.- . i ioM c ;i ; .!;'! I :. e ; i --.r e-:-- f - I !: . .! ct !ki-P . t : . it .t ; i !; i ; i. ; i - ; i . a l.'. e-r - 1:1 I to- -1 . ! w a - ? t i 4 . 1 -,i - t i i... a - rel -.-I - : !,.! it- ! ! ' ; oH'.'.-r-. "f I !i a--" 1 . n i t ! I . ! t i t ; i . . - f f : 1 i 1 ' I i ' 1 ! i ' v . I .. : II'- ' - I'.e.-ni."-.! M i! r -:t!.f',: ' '- . th.- hte !i:.-i w-;:. low - : '.!! IT..-. ft. . V:'.' I". -!.!. i,: ; j - Irf.n'. Ti-ii.t i " . :. . V.:r. Sec re ".--. I '.. I ,. f t ',. -. s .:.,-!!.., . i . Ti :!. ...it; !l. --! -r at- I :. ... I : re.,-;..- .! ;.. t We-le :il-o . ! i ' ' ' -. ;.!') . r i t I - k - I ,.,'. .r. f . ! ': ,r ; - .1 ! i - f : i e I i i : -if ' I . e.-;-.!i f ?!. ;:-..-i.i! n. h..-': i- 1- j . M:a ti L i- i - i f- - a"-. I : - 1 . i 1 1 I : o:ir .ri-! i -...) . i - - ' ' - o ':r..s;, wl.'.'h ; o't , f ..' i I , ,i - Jt... X .1 i - a ' t t ' ! o i . lid !; :i ' i i w !i ! I . , M.-ri ha- i.'-.-'i ..-:.!.'. .1. .- 1 - ' v':i;- lli.-'- k;- -...i,.- "-Jl."-'-' i hand. w ! t'. ti' - :. i'.-.r.-: - I he a ; ! , I i : , v -' , . th- -:.; .ir . I t i tlie .life. !..,-.. li - '. I- fa-ii . ti I I . fl 'l I of I ,i.' l' - ! . i ! a : i ' ' . of .'' " . - 1 hi- ;.--. .-'U : -r s - i.'j-J -ile . ;i i. I- ..'! h id'-ii I- .-r t" r f-. !'; J - - h..!d.-' M ...- whi.-h i- a I,:- r- li:--, !"' ; 1 t h.. i. r ? a -r o- . a : r -: - ill.' Mie t :-:i'' t!.e a-- ! - I en ;m "'i ;;.! '.. j o rnn EpfHononeyTil! Cured -AS I '- I Lui w 5- aerttha lurita. Paraunatf eHfa K4- u wr 0 Ulfta DR. tZm R. TARRY - 240 " "' "'fV ' "f . Fcr Infanta nzid Children. The Kind You Havs Always Doughi Bears the . QTrr-noftTrrv AA Thirty Years i KAP.HIED Bi JUDGE YESTErLOAf . ' i .'' - i ' U ! '-'.I. 1 t - - - '. ''"' '- .i ; l i . , . c f . ' . : ti.. - j-.-t- r -I - . t !'. i t - i - Eeiut ful ShtUind Poilrfl f r a! at a!! ::. f- r th r.-Tl i' y"r-, u-".'.- I i:- in th i r; -.r.t i".. I r.Tvr ro-- an xtra fn !a;:..-n. tr.- n t'-. !al-. for We-:: ! r k- f - L- IM harr. an I "i !:!. W:n. C.lrr.r-ir. Plat!': e:lh. 5. R. F. I. N j. I. 1 c i. !':. '.' . r I .-!: I i I . ; .-! a - ' ;' - I .- , I J - i i : i -' .'. "I i. : . i , -. i . r i - -- ; i i - .: i .... i .; ' "I "i - ! l . . . ! ' . I' - ": I PATEKMVS ZZZO HOUSE. Shctnandcah, f 3 .1. Cox 227. rift bsB j For Over mm tr.m kvaMfa. rarnmat ef mmr rim tmr frmm tmmmrmtmm mmm mm Bmttm - iiaa mmm 9mm . wmmmtmim mM tomimmv cmwmm pt.ft to kilrMU mmm tmrnm. Dee Cld.. Omaha, flcb, 1 -jtJT ' it--