Nebraska Newspapers

    THURSDAY, FEBRUARY 5, 1914.
PLATTSWOUTH SEMI-WEEKLY JOURNAL.
par:
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-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:-;-
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a ..i u!,!
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oH'.'.-r-. "f I !i a--" 1 . n i t
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v . I .. : II'- ' -
I'.e.-ni."-.! M i! r -:t!.f',: ' '- .
th.- hte !i:.-i w-;:.
low - :
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V:'.' I". -!.!. i,:
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Ti-ii.t i " . :. . V.:r.
Sec re ".--. I '.. I ,. f t ',. -.
s .:.,-!!.., . i . Ti :!.
...it;
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re.,-;..- .! ;.. t
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M:a ti L i- i - i f- - a"-. I : - 1 .
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o:ir .ri-! i -...)
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o ':r..s;, wl.'.'h ; o't
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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 -
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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
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for We-:: ! r k- f - L- IM
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PATEKMVS ZZZO HOUSE.
Shctnandcah, f 3 .1. Cox 227.
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rim tmr frmm tmmmrmtmm mmm mm
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