MONDAY, FEBRUARY 18, 1814.
PLATTSMOUTH SEMI-WEEKLY JOUBftAL.
ARTICLF.S OF 1rORPOKATIU
AXU BY-LAWS -
Srhlatrr Jt Fit Emerald Company.
Known All Men -by Tiiese- Presents:
That we. the umlerslsrned incorporat
ors, pursuant to the Statutes of the
itate of Nebraska, in such cases mad
and provided, do hereby associate our
selves as a" body politic and incorpor
ate, in ttie manner and lor tr.e pur
poses hereinafter mentioned.
AKTlCLi: 1.
The name of this corporation shall
be "Set-later & titzsrerald company;
abbreviated title "S. i& Stock Com
pany."
ARTICLK II.
Section 1. The authorized capital
Ptock of this corporation shall be Kive
Hundred Thousand ($r.U0.OJO Dollars.
divided into Five Thousand (b.U'JU
shares of the par value of one Hun
dred (SlOO.UU) Iollars. ench of which
Thirty-live Hundred 3r.O0) shares
shall be preferred stock and T""ifteen
Hundred (15U0) shares shall be com
mon stock.
Sec. 2. Preferred stock shall from
earninps be first paid dividends after
two years from the ilate ol issu until
retirement at a rate not exceeding S
nr cent tier annum. Pavable annually
and shall after payments of dividends
of 8 per cent upon the common stock,
participate equally in dividends with
common stock. 1'referred stock shall
have priority in payment in dividends
up to 8 per cent per annum and also
for the payment of the principal
thereof.
Sec. 3. The P.oard of directors, may
at its option. redeem any and all
shares of referred stock at any time
after five years from the date of issue.
bv the pavment In casti ot une .Hun
dred and Ten ($110.00) Hollars per
share, and the amount of any accrued
dividends and undivided net profits
then due and unpaid thereon, at the
rate of redemption.
Sec. 4. The holders of preferred
stock shall not be entitled to any vot
ing power in the corporation.
Sec. 5. When the stock is fully paid
it shall be non-assf ssable and the
stockholders shall nt be personally
liable for the debts of the corporation.
Sec. 6. The stock of this corporation
may be paid for either in money, notes,
propertv, property riphts. 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
rig-fits, live stock. machinery, tools.
Irrigation riprhts. merchandise, fixtures,
stocks or bonds, or services are useful
to. necessary for, or required by the
corporation in its organization, or in
the transaction of its business, and any
stock so fssued 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, Ne
braska, but it mav have such addi
tional places, at which it may transact
Its business, as may be de determined
bv its Board of Directors, and it shall
be empowered to transact its business
st such subsidiary places of business
whether within or without the State ol
Nebraska.
ARTICLE IV.
The peneral 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 anvthing pertaining to farm or
ranching; buying, selling and leasing
of rights, privileges and franchises,
real estate and other property to be
used in conducting of a live stock
business or in connection therewith;
buying, selling, making and transfer
ring notes, mortgages, or other evi
dences of indebtedness: to purchase
and sell shares of its own stock; to re
Issue and re-sell shares of its own
stock: to contract and transact busi
ness with its own stockholders, incor
porators, officers, or bond holders, the
same as witii other parties and to do
any and all other acts or things 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.
AKTICLE V.
The highest amount of 'ndebteaness
to which this corporation may at any
time subject itself shall not exceed an
amount equal to one-third (1-3) Of Its
paid-up capital stock.
ARTICLE VI.
This corporation shall commence
business os the 1st day of January.
ls14, and shall terminate on the 31st
dav of December, 1S64, and it shall be
authorized to transact its 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 urtil 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 Fitzgeral3, James
Kitzgerall. Henry R. Cierlng. and
Samuel Orloff. and from their number
the following named persons, who
shall hold ottice 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 Hoard of
Directors so elected shall hold office
until their successors are elected at the
next succeeding regular annual meet
ing. Vacancies occurring in the Board
of Directors shall be filled as provided
In the By-Iaws.
Sec. 3. Special meetings of the
stockholders for the purpose of trans
acting anv business, stated or em
braced within the call, may be held at
any 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
days' written notice thereof, by mail,
to each of the holders of common stock,
at their addresses, as shown upon the
records of the Corporation. Special
meetings may be held in the City of
Plattsmouth. Nebraska, or at such
other places as may have been selected
by 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
Laws. The office of Secretary and
Treasurer may 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 by the Board of Directors, but
any stockholder who is about to sell,
dispose of, or transfer his share or
shares of stock in said corporation
must first offer the same to the Board
of Directors, at the same rate for
which 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 figure or
price, said purchase to be for the
benefit 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 price 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 may cancel and annul said stock
upon tendering to the holder thereof
the price paid by him 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, manaeement. 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 wth these Articles of In
corporation. . v. .
ARTICLE XII.
These Articles of Incorporation may
o amenueu at uny regular annual
meeting of the stockholders, called for
ttiat purpose after due notice, pro
vidded that such proposed amendment
oe nrsi approved by three-iifths Ci-s
vote or the entire Board of Director
and if so approved, be entered at lar
upon the records of said Board. A
draft of any proposed amendment or
amenument. as the case may be. mav
be presented by any stockholder, and
ii approveu. by the Board ot inrectors
such amendment or amendments mav
le adopted and made u part of the
Articles of Incorporation by a. majority
vote of the holders of the common
stock of the corporation issued, present
and voting; provided, however, that a
majority of the common stock issued
must be present either in person or 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 have here
unto set our hands this iOth day of
Decern Per,
Executed in triplicate in the pres
ence oi
EDWARD FITZGERALD,
FRANK. E. SCHLATER.
JAMES A. F1TX11KRALD.
HEXRV R. OERIXU.
SAMUEL ORLOFF.
State of Nebraska.
County of Douglas, ss:
On this Otli day of December. 1913.
belore me. Olive einer. a notary pub
lie. duly commissioned for, iualitied
and residing in said county and state,
personally came Henry li. Oeririg and
Samuel Orloff. to me well known to be
the identical persons whose names are
subscribed to the foregoing Articles ol
Incorporation and they severally ac
knowledged the execution of the same
to be their voluutary act and deed for
the purpose expressed in said Article.
Jn testimony whereof. I have here
unto subscribed my name and affixed
my notarial seal the date last above
written.
(Notarial Seal) OLIVE WEIXER.
Notary Public.
My commission expires August -3d,
State of Nebraska.
County of Cass, ss:
On this 20th day of December, 1913.
before me. A. L. Tidd. a notary public
duly commissioned for. lualitietl ami
residing in said county and state
personally came Frank E. Schlnter.
Kdward t ltzgeraia ana James F itz
gerald, to me well known to be tiie
identical persons whose names are
subscribed to the foregoing Articles of
Incorporation, and they severally ac
knowledged the execution of the sam
to be their voluntary act and deed lor
the purpose expressed in said Articles.
Intestimony wnereor. l nave Here
unto subscribed my name and affixed
mv notarial seal the date last above
written.
(Notarial Seal) A. L. TIDD,
Notary Puhlic.
My commission expires October 5,
1311.
DV.TAWS
of
Schlater & Fitzgerald Company.
ARTICLE I.
Meeting of the Morkholder.
Section 1. All meetings of the
stockholders of this corporation, both
regular and special, t-hall te hem 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.
direftors shall be elected as provided
in Section 2 of Article H1 or the
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 provlUe.1 in section
Article MIL of the Articles of In
corporation, or if the stockholders, at
said annual meeting, shall fail to elect
directors, a snecial meeting of the
stockholders may be called for that
purpose in the manner proviaea in
Section 3 of Article III Of the
Articles of Incorporation.
Sec. 4. No business other than that
stated in or embraced within the call
for anv 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 requested
in writing so to do by the holders of
two-fifths ( 2-D) of the common stock
issued. If the President neglects for
fort'-eight hours after such request is
made to call sucli special meeting of
the stockholders, then the stockholders
makinsr sucli request may themselves
call such special meeting in the man
ner provided In Section J or Article
VIII of the Articles of Incorporation.
Sec. C. No snecial meeting or trie
stockholders shall be called or held
except as authorized by the laws of
the State or Nebraska, tne Articles or
Incorporation or these Bv-Laws.
Sec. 7. If the entire Board of Direct
ors shall have died cr 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 stockholders.
Sec. S. At ail 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 snail eject
a president pro tempore, who shall
preside oyer such meeting, shall attest
the minutes or the meeting, ana who
shall have the same powers as the
President in presiding at the meeting-.
2ee. 9. At all meetings or the
stockholders the owners of a majority
of the common stock of the corpora
tion issued, present either in person or
proxv, shall be necessary to constitute
a quorum for the purpose of transact
ing any business.
Sec. 10. At all annual meetings of
the stockholders the following order of
business shall be followed so rnr as
consistent with the purpose of the
meeting, unless such order of business
is waived by majority vote, viz:
1. Heading or the minutes of the
preceding meeting and action
thereon.
2. Report of the President.
3.
4.
5.
fi.
7.
8.
Report of the Treasurer.
Report of the Secretary.
Report of the committees.
Election of directors.
Fnflnished business.
New business.
ARTICLE II.
M rrdnt" of the Hoard of Dlrceton.
Section 1. All meetings of the Board
of Directors, both regular and special,
shall be held at the office of the com
pany, in the City of Plattsmouth, Ne-
DrasKa.
Sec. 2. The Board of Directors shall
meet regularly upon the first Tuesday
of each month, at ten-thiry (10:3l)
o'clock a. m.. provided that such
regular monthly meetings may be
postponed to such future date as mav
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 meet ne.
notify the other members by mail,
postage prepaid. addressed to their
residence as shown upon the records of
the corporation, of such postponement,
stating in the notice the date and
hour to which such meeting is post
poned.
Sec. 3. Special meetings of the
Board of Directors may be held at any
time, upon tne can or the chairman or
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 meetings of the Board may be
t ela, witnout notice, when a written
waiver of notice thereof shall have
been previously subscribed by each
member of the Board, such waiver to
be spread at large upon the records of
the Board at the meeting for which it
was executed.
Sec. 4. At all meetings of the Board
of Directors, the chairman of the
uoard shall preside, and in the event
of his absence the members thereof
present shall elect, from their own
number, a chairman pro Tempore, who
shall preside at that meeting, attest
the minutes of the meeting, and who
shall have the same powers us the
chairman in presiding at tntr meeting
S-c. ;. I lie Board of Directors may
adopt such rules and regulations foi
the conduct of their meetings, and may
adopt su-h rules and regulations, ina
enter into or authorize the execution
of such contracts or agreements, for
the proper management and conduct ot
the urtairs or the corporation as the
may consider proper. beneficial oi
necessary, provided thev are not In
consistent or in conrliet with the
Articles of Incorporation, these By-
Laws or the Laws of the State of Ne
braska.
Sec. (I. At all meetings of the Board
of Directors, three members thereof
present shai. be necessary to con
stitule a quorum, for the transaction
of any business, unless two or limrf
members of the Hoard 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 number as Chairman of
the Board. and he shall hold office
until the next succeed insr 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 be ex
officio a member of all committees. He
shall sign all certificates of stocks
deeds, mortgages and contracts and
shall countersign all checks, bills and
submit a complete report of the cor
poration and condition of the corpora
tion for the year, to the stockholders
at their regular annual meeting of
each year, and also to the Board of
Directors, at uch 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 perform such
other duties as may be prescribed, or
such as he may be directed to perform
by the Hoard of Directors, and shall
have general power and duti-s 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
anv clerk, autnt or employee.
Sec-. 2. The Vice President shall, in
the absence or incapacity of the Presi
dent, perform the duties of its PresI
dent.
Sec. 3. The Secretary shall record
and sign the minutes of all mc-etintrw
of the stockholders, and of the Board
of Directo-s 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 or
shares held by them respectively, and
the date when they became the owners
resnectiveiv of each and such shares
the amount or amounts paid thereon.
which t'Ook shall be open for inspec
Hon of stockholders, durincr the usual
brsiness hours .it the office of the
company. He shall also he the trans
fer agent of the corporation ror tne
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 mav be assumed to him: he shall
keep the seal of the corporation, and
shall affix the same to all certificates
of stock and to sucti other instruments
as he mnv be directed so to !o. bv the
Board f f Directors, and i-hall perform
sucli 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 Treasuerr shall have
the general custody of. and shall de
posit in tin name of the corporation.
all monev and securities belonging to
the corporation, in such bank or banks.
trust companies, aim sate deposit
vaults s mav be selected bv the
Board of Directors; he shall sign all
checks. drafts. notes or other ii
strtiments for the payment of monev.
or the delivery 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 payment of money or
the corporation shall be made except
bv check ns hereinbefore provided, and
provided further, that no check shall
be drawn, signed and countersigned
for the payment of any sums of money
f the corporation whatsoever, except
unon the written order of the Sec
retary. coTintersigned bv the President.
or upon the direction of the Board of
Directors. The Treasurer shall keep
such lxoks of account, which may tit
all reasonable business hours he ex
amined by any director or stockholder
of the company. as tiie Board of
Directors may direct, ancl shall make
a report or the financial condition oi
the corporation to the stockholders at
each regular annual meeting, and to
the President, or to the Board of Di
rectors, whenever requested by the
President to do so: he shall, if re
quired by the Board of 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 Ids right to the office of Treas
urer, which shall thereupon become
vacant and shall be filled as provided
in Article V of the By-Laws. 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 and Election.
Section 1. At all meetings of the
stockholders, the right of voting shall
depend and be governed by the trans
fer records of the corporation, and
only such persons shall be entitled to
vote who appear upon such transfer
records as owners of the common
stock of the corporation; provided.
however, that the owner of common
stock may give proxies to vote to any
such meeting, and provided, further,
that no holder or owner of a share
or shares of common stock in the cor
poration shall be -entitled to vote at
any election or directors, whose share
or stock has been transferred on the
records of the company within ten (10
days next preceding the date of such
election.
Sec. 2. At the meeting of the stock
holders, the election of directors shall
be by ballot. and a majority of all
votes cast shall be necessary for an
election of a director.
Sec. 3. The election of officers 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 questions, the decision of which
is or may be regulated bv statute.
shall be determined by a majority vote
of the owners of the common stock
Issued, present either in person or by
proxy, and voting and in the event of
a tie ote. 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 immediately. and each stock
holder present shall be entitled to one
vote for each share of common stock
owned by him. as appears from the
transfer records of the corporation, as
hereinafter provided, and also one vote
for each share of common stock owned
oy any stockholder, as annears 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 affirm
atively', by a majority vote of nil
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
hall be viva voce, except n 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 hv
ballot, and each ballot shall state the
name of the person voting, both 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 be in tho
affirmative, and with the word "iio"' it
the vote he in the negative, or shall
tate the name of the person voted for,
if it be for the election of directors.
Sec. S. The President or other pre
siding officer at meetings of the stock
holders mav vote at t-iuh meetings in
the manner provided by Section 4 of
Vrticle IV of these By-Laws, excepting
when a viva voce vote is taken.
Sec. 6. 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.
VnrnnHr.
Vacancies occurring during the year
among the officers or in the Board of
Directors, caused by death, resignation,
refusal or neglect to qualify, or other-
vise, shall be filled for the unexpired
term only by tiie Board of Directors,
at its regular or special meting, by a
majority vote of the remaining mem
bers thereof, provided, that the per
son or persons so elected snail be
holders of the common stock of the
corporation.
ARTICLE VI.
Corporate Seal.
The seal of tiie corporation shall be
circular in form with the words.
Schlater-Fitzgerald Company. of
Plattsmouth, Nebr.." or. the circumfer
ence, and tiie words "Corporate Seal"
in the center.
ARTICLE VTT.
The fiscal year of the corporation
shall begin on the first day of Jan
uary and end on the thiity-iirt-t day of
December following.
ARTICLE VIII.
Section 1. All certificates of stock
shall be signed by the President or
Vice President, and also by the Sec
retary, and shall be transferable on
the books of the company in accord
ance with the provisions of the
Articles of Incorporation.
Sec. 2. Any stockholder who is
about to 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, and offer to sell such
share or shares to the Board of Direct
ors at 'he same price. I'pon receipt of
sucli notification, it shall be the duty
of the I'resident to call a meeting of
the Board of Directors and decide
whether or not they will purchase said
stock at such price.
S-c. 'A. 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
nu in her.
Sec. ',. Subscription? to the capital
stock must be fully paid to the
Treasurer when the stock is issued.
provided. however, that when prop
ertv rights, 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 the
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, i-touifs or bonds of
other corporations, or services, as the
case may be. and after 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 business, it shall have power to
direct the issuance of certificates of
toe k in pavment thereof, and any
stock so issued shall be non-assessable
and fully paid.
Sec. i. Certificates of stock may be
transferred, sedd, assigned or pledged
by and endorsement to the proper
effect in writing on the back of the
certificates, and the delivery of such
certificates; provided that until notice
of such transfer is given to the Sec
retary of the corporation, by stir
rendering the certificate of stock for
cancellation, when a new certificate of
tc. k in lien thereof shall be issued.
the corporation may regard and treat
the transferer as the owner thereof.
Sec. 7. All surrenden d certificates of
stock shall be endorsed with the word
cancelled" and with rh date-of can
cellation, by the Secretary, and shall
be immediately pasted In the stock
l"ok. oppsite the memorandum of
their issue.
Sec. x. Duplicate certificates of
stock may be issued when the origin
als have been lost or destroyed, pro
vided the applicant furnish an affidavit
of ownership of the loss or instruc
tion and also a bond of indemnity.
satisfactory to the Hoard of Directors,
conditioned to protect the company
against all loss or damage which may
occur by reason of the issuance of the
duplicate certificate of stock.
Sec. V. The holders of the preferred
stock shall not be entitled to voting
powers In the meetings of the stock
holders of the corporation.
Sec, 10. Redemption of nny or all
shares of preferred stock Of the cor
poration mav be made bv the Board
of Directors, in the manner and at the
time provided in Section 3 of Article II
of the Articles of Incorporation.
ARTICLE IX.
The officers, directors, agents, clerks
and employees of the corporation shall
receive such salary or wages as com
pensation for their services as may
from time to time be determined and
fixed by the Board of Directors.
ARTICLE X.
Dividends shall be declared from
the surplus or net profits of the busi
ness or the corporation. upon tr.e
directions of. and declaration of the
same, by the Board of Directors, pro
vided, such dividends are declared in
conformity with Section 2 of Article II
of the Articles of Incorporation, and
provided further, that no dividend
shall be declared or paid, which cur
tails or tends to curtail the effective
operation of the busines of the cor
poration.
ART1CLJ7 .XI.
Amendment.
These By-Laws may be amended at
any Directors meeting by the ainrm
ative vote of three directors, provided.
that a draft of the proposed amend
ment shall have been submitted and
spread upon the records of tiie Board
at the next preceding Directors' meet
ing, or they may ie amenueu at any
meeting of tiie lurectors, without
notice, provided that tnree jureciors
shall affirmatively vote for such pro
posed amendment, or they may he
mended or repealed oy trie siockhoiu-
crs at their annual meeting or at any
special meeting called for that pur
pose by the affirmative vote of a ma
jority of the stock.
Approved :
EDWARD FTTZ1ERALD,
FRANK E. SCI 1 LATER.
JAMES A. FITZGERALD,
SAM I' EL ORLOFF.
HENRY R. GERING.
Directors.
OTICE TO rONTHACTORS.
County 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 specincations now on nie
Plans and specincations now on nie
In the office of the County Clerk at
Plattsmouth, Nebraska.
All bids to be tiled up to 12 o clock
noon on Saturday, February 2Mb, 1914,
and bids to be opened on Tuesday,
March 3d, 1914.
Board of County Commissioners re
serve the right to reject any and all
lids, and in letting contract reserve
the right to let same in whole or in
part.
A certified check for Jouu.uo must ac
company each bid.
D. C. MORGAN, county cierk.
l-26-4wks
LEGAL NOTICE.
Robert R. Latta. the unknown heirs.
legatees and devisees of Robert R.
Latta. deceased, Nathaniel H. Barnes,
who appears of record as N. H. Barnes,
and tiie unknown heirs, legatees and
devisees of N. H. Barnes, deceased.
1 ou and each of you are hereby
notified that on the 22nd dav of
January. 1914. William E. Straub filed
ris petition in the District Court of
Cass County. Nebraska, the object and
prayer or which Is to quiet t;tle in
himself against vou to the followine
described premises, to-wit: The south
east quarter of Section twentv-nine
(29). Township eleven (11). north of
Range thirteen (13), east of the Sixth
Principal Merldan in Cass Countv.
Nebraska, and to exclude vou and each
of you from Bald land and every part
thereof, and from anv Interest therein
or lien thereon and to sati-fv and
Lcaiicel the following deri im-h mort
gage appearing or record ugum-t aid
land: Une moitf-ue for $1. . U'l
given by G. E. l-i-iulng and if- to
Robert R. Latta. dated iictober x, 1 v;.
and recorded in book e"' of mortgages
at paLje of the record of i"a.
Co'l'ity. Nebraska. a n! one rnoitk.-i-.ge
fok- the sum of 3 00 given by RoN.tt
;. Latta and wife to N. II. Rarr;e-.
whole real r.an.e is Nathan. 1 11
Barnes, dated Auc'ist hiit. and i
corded' in book of n:uii -Jurs u I
paye :iiu. of tiie records of i.'a.-s Coun
ty, Nebraska.
You are required to answer suil
petition on or In-fore the- Vtli dav of
March. l'J14, or said petition will h
taken as true and a decree rendered
according 1 v.
WILLIAM E. STEAl'R.
W. V. MOHAN. Attorney.
1-.0-4W ks
MlTK'i: TO IIEIMTOH.
In County Court.
STATE OF NEBRASKA.
Cass County, --.
In the Matter of the Estate of Jarob
W. Vallery. De-ceased.
Notice is hereby given to tie credit
ors of said Oecea.-ed that hearings
will be hud upon claims Hied ugain-t
said estate, before Tne. County JuJif
of Cass County. Nebraska. at trie
County Court room in i "ia 1 1 moti t h, in
said County, on the i."t!i day of
March. 1H14. and on the ::th uav f
August. lKl-f. at 10 o'ebe k a. rn.. e-cM
viav for exurninat.oii. adjustment and
allowance.
All claims must be filed in s;;M
court on or bef'oic faid last hour of
lien l ing.
Witness my hand ar.d seal of said
County Court, at 1 "la 1 1 smou t h. Ne
braska, this 2Mb dav of Ja'i i.-rv. H'll.
(Seal) ALL.EX J. REESM.V.
Countv Judge.
1-2H-4- k
m:g i. tici-
1 ii the (iiuuly 4 our I f nnm C'ouaty.
rn.kn.
NOTiti: ok o petition
Hill AIMVHUTIit.
In the Matter of the E.-tale of Cor
nelius linil. Deceased.
To All Persons Interested in Said
Estate:
You will take notice that on Jan
uary 27th. 1914. Willie A. I-and. widow,
filed he-r pe-tition in this Court a'leg ng
that Cornelius Lar.d. late of sai-i
Countv. departed this life, intestate. 1:1
said County, on the 1M!i Jay ol' J.vu
i;ar;. lyi4. leaving an e- ta!- to he ad
ministered. a::d praying that I-ttr
of Administration on said estate be- i -
sued to petitioner. VYiii.e A. I-and. t!e
Whlovv ef said deceased.
A hearing wili be had upon s:;M
etition on the LMth diiy of I-Vl.rusiiv.
1914. at 10 o clock in the forenoon, at
the Countv Court Room, in the Court
He. use. in Plattsmouth. Cass County.
Nehiaska. and unl'-ss cause !- shown
on or be-fore said time of hearing, the
prayer of said petition rnav be granted,
and such other orders jind proceedings
in the premises :s a just and law f ;1
administration of said estate may re
cju i re.
Witness mv hand and the seal r.f
said Court, at Piattsmouth. this iTth
day of January. 1!'14.
(Seal.) ALLEN J. BEES'
County Judge.
JOHN M. LEY DA.
Attorney for Petitioner.
2-2-nwks
IV COl NTV C(l ItT.
STATE OF NEBRASKA.
Countv of Cass, ss.
In tie Matter of the Estate of Rachel
Adam---. 1 lereaseil.
To All Persons Interested:
You aie hereby notified that there
lias been filed in this court report of
Wii! T. Adams. executor of said
estate, toge-ther with hi petition for
final settlement and distribution of
said estate.
That a hearing will be had ur.r.-;
said report and petition before this
court in the Court House at l'latt
mooth. in said county, on the 21t dav
of February, 1!14. at 1 ''.' k a. m.
That all objections thereto, if any.
must be filed on or before said day
and hour of Levari rr.
Witness mv hand and the seal of the
County Court of said County this 7th
dav of February. 1V14.
(Seal) ALLEN .1. PERSON.
' " County J'.i'lre.
2-9-2 wks
i.e; I. X1TICK.
To Lucv Boggs. Carrie Wonder!. eide.
Henry Sto.-i.r. Joseph Sloenr and
Edward Stoehr:
You are i.erehy notified that Phillip
Stoehr. as plaintiff, has fled his peti
tion in the District Court of
County. Ne braska, against jmi and an
other for tie- purpose of enforcing a
written contract executed ly (Je.rge
Stoehr. your fatter, and Christ Stel,r.
his father, pledging the I.-i'. ei ! :a t ie in-te-est
if George S;ohr. under the law,
in tiie estate of his- father. a scurity
for Indebtedness of said Ge.-rge
Stoehr to piaintifT. You a'e re-i irv.i
to answer said petition en or !. foi e
the .",0th day of March. 1914. or th
same will be taken as true and j n'g
ment cnteiod accord i nei v.
PHILLIP STOEHR. Plaintiff.
By D. O. DV.'YER. His Attorn.;.-.
SUCCESSFUL EVERYWHERE.
People everywhere are talkinir
of the quick nn.l line rvsult
Foley Kidney PilN jrive in hack
ache, rheumatism, kiiiiu-y ami
hlaiider troubles. You cannot
take them inlo your system with
out jrooil results. That is b.-eaue
Foley Kidliev .Pills trive o th
kidneys and Madder just what
nature calls for to heal these
weakened and inactive orpan
For sale by all dru?eit.
Guard Your Children
Against Eovcl Trouble
Many chiliren at ;.n cariv age
bccotr.c co:iiii:'a;e-i. and" frequently
serious coiiicuucr.ces rcsu.i.
being able to realize Lis own con
dition, a chii-J's ho-.vcls sl.oulcl b?
constantly v.atcheJ. r.nJ a pent'.e
laxative piven v.I.cn necessary.
Dr. Miles' Laxative Tabkts are
especially well aun;ted to women
ar.d children. The Si-tcrs of
Christian Charitj-, 531 Charles St.,
Luzerne, Pa., who attetij many
cases of sickness say of tliern:
"Som time ago we bepnn usi-i Dr.
Miles" Laxative Tablets and f.nd that
we like them very rr.uoli. Their action
Is excellent ar.d Tie are pr.iteJul for
having been ruades aciu.inted with
them. We hnve had pool results In
every case and the Sisters i.re very
much pleased."
The form and flavor of any medi
cine is very important, no matter
who is to take it. The tiste ar.d
appearance arc especially important
when children are concerned. All
parents know how hard it is to rjive
the average chili '"medicine," even
though the taste is partially dis
guised. In using Dr. Miles' Lax
ative Tablets, however, this uifn
culty is overcome. The shape of
the tablets, their appearance and
candy-like taste at once appeal to
any child, with the result that they
are taken without objection.
The rich choco'at; flavor and
absence of oilier ta?te. make Dr.
Miles' Laxative Tablets the ideal
remedy for children. s
If the first box fails to benef.t,
the price is returns 1. Ask your
druggisL A box of 25 doses costs
only 25 cents. Never sold in bulk.
MILES MEDICAL CO., Elkhart. Ind.
Children Cry
VVAWV i
r4 (
Tlio Kind You Have Always
in um: for over ilO yrars,
and
VwJ AWvr
All i'omif erfcif Imitation anl .f nt-u-i st ar but
Ilxixriim'iit th.-.t irffle with arul rii'I.mrr tl? f
liiint uiitl CLiltlrca Iiiicricm-e ulut liir:rwicxi
What !S
Ca-sforin ! a, jmrm!r fn1tlfntr for Cator Oil. P.ar
porlr, Jrips arul othiii;r f-jnipx. IC i ilu..int. It
-ont;:hi m it Tut Ordtim, J'lorrdiino nor t!iT .Nurt-ntio
ftibstancr. Its ,nro Is it a jpiarantrr. It ictrr4 U iirnii
and nl! iy IVrri-!in". JVr more than thirty 3 ear It
S.as 11 in rondant xie for th r!icf of nti ;:ition,
I'latnlrrry, "Win. I ol!r, iJl Trrtliln? Trmbl ami
Iiarr!oi-a. It regulate th Moniarh and IiotrrL,
a"iuiiI.itfH t! I'immJ, t:i in lj-alf hy and Tiattirul felccp
Tbo Children's I'arucca TLc Mother's I'riead
GENUINE CASTOR I A ALWAYS
e
The Kind You Have Always Bonglit
In Use For Over 30 Years
j mm e ( w
GIVE THAT PUN! CHILD j
TlllS GUARANTEED REMEDY;
If yi'ur '"lii' 1 i i;i!h
lill'-, :nhi:i.'. IkiM- t.. ;."k . f I."'- .:..-,t;t. .- -
a-ily. j! n-.-.) a t !:' t:. n-i' - at 1 ..'. ' . f. r;i. f; i-;.
l.uil.l iU w. !-h! a:..l -f r : -! h . -it WEDNESDAY, FEBRUARY 2S.
I'l'l- Ihi- tloTf i- i-..!!t- fi-.-Ai:- !" :; j -r .
im't ! w k i"W .f that v r:i; ! t--w it :
f rti.T,i.-iy i . . i . r- - - a- K--ali j :..- M.i.-k --!! -'. '.' y-- it
!i" (Mi I i r ; t ; I - ! . : i . 'I h- rMn.ir k- , w . :hr !..".
al! -me.--- i.f thi- -;.!.!..!' . i; ray i-ar-. " '
iiH.ii. -in. i- .ii..' ( th. f.ir-t that i! f,i;lit
ntain- i'liTi-fli'-ul - that ;. rt rt. 2
Mo n"f.-. tit i.-h th.- h! 1 a; .1 J. w-i-ti? !..
furni-ti t- :; -: 1 1 i r --'"M th'! :; lm n;a !'. t yir !.
t rTi sr? Ii. x i h t nr.. I h-a ! ' h-j w.-irh !."'.
laiihlir - -Mi'-taia".' it m- '- I-. At- 1 j :. li.i- ri.ar c- '.. t y.r . '. '..
it ..- all thi- With..i:t i:iji;r ir - v..-t!.t !.
th.- .-!, :a It. la fart. !: x.iil i :,:
il laiitil-i"ti i- Ti"t "a'y t I -a-arit
lo Ink", hut .--n th.' ::!-? -.-n--!li-
stmarh i- 1 tt.-n ; ! l s'.
an. I th. .1 '--t ! u iiiii'T'C if
the oth.'r han 1. it .iifaiiM :.
a!c. .In. I .r hahit-f.rip ; r!- ( :. "! 1 il.k w :; . " .
nhii h n"t pai'i't, .l.i..-: :.. -: inch. ..
inir tli. ir children. If .! ' i: t ;. hay rriN-".
. ..1 work by taki!!- !!.! of th : wa-. :;
u.-akiM ar -l lai.!.!- the i- ! i:- hay ra k.
lo its natural r. :,! h. :;f t h" - c. .-, S: - 1 w ! -' r.
-a ni- time maki!.- i! j :;; ! ".. fo-i'-;i r. -j- ; I
r it ii-a-e. !;.. -;nr-- r. . c.:i-
If Itea!l Olive (nl i:.mi;I-;..m af..r.
(l"en' l.uii l niir chi. I t:;-. f Ij ' -!: I' - :-' V v -! i".k
the -I unt.-.l. pt;iiy ii:!:-cl.-. a?;. i
make th" little on" l..!y. -tr..;:r.j
w.-l! an.I full of the animal -j.irit- !
i-hil-iren are mean! by t,a't;re t-o
hae. come back and t 1 1 u- r !
L'et our money back. We .1 -n't
want vou to l.e a c-n!. W.-
think lhi i- no more than fair. j
and il lea.- tmi im cau-e to'
he-itat.. For obi f a!- 1
for ft nvale-cent - f.,r all w h
are nefMMi-.. tire-l-ont. nj::-b a.
no malic" what the cai;-.- we
offer Keall Oiie Oil lantiNioa
with tl:e -an;" L-ua.-ar.tee of en
tire tat i-fact ion or money back.
So, I only at the 7. Ite.Til
Store-. nnI in thi b.wn .n!y by
u. !"i.i. r. bnc'r.e :..
I'nion Tlb(k. I'lait-moi;; h. . b.
FOR SALi: 7-room h. u-e: 8.
room modern hoii-: t,-room cot.
tare f nr bt: Jl-room rotf::re
two b.t-: r-roof.i n.tJnre on. lot;
(J-room cottntr.. clo-e in; -even
arrr. rh in; tacanl h;?.
Windham Investment I.om 0.
2-3-itd-.1t'.v
Beautiful Shetland Ponlea
for sale at all time?, for the nxt
100 year?, unless I die in thef
meantime. I have now an extra
fine stallion, tne best in the state,
for sale. Well broke for botb
harness and saddle.
Wm. Gilmour,
Plattsmouth. Nb.
R. F. D. N . 1.
ALBEKTA SEED OATS
RATEKI.NS' NEW ALBEPTA. Cn!. 0U-l ik-.' T ,1 . r . it
World. W ...it I'uHnsn.u of u-tit to Hf.v irt ff O I i !.! - r
Si'rimr Oat ir trmrn iur' r ir ( f." i-t f .r j
c i titr. 1 1 14 ii pt w rn.w l t t
of o.in:Tion to tt r ari.-t . f rr.-ri. i v r-. n
oy for our t: r--l Catalojru WI-.t"wi; I l,nti. i l ro rf f n. f r. in a-l
flower fris 1U0 Norwrt st.-lf mn.l rm t yvn m--rT T!l n wfit yrj s :f ,
t a lin or two nmr to tii it. Vmry.n ih;. nir hn rli n.
Addrets RATEKIN'S SEED HOUSE. Box 120. Sh4jndotH. low
(Sefd Corn a fpccialtj)
for FIetcherrs
v',i',''iTr.
Bon-lit, and nhi!i h-i br-n
lui Imnw the i:rnirrjr? vZ
lia Ixrn TtuKle tnu!-r 1A per
rto one tIc -l yti in thi.
Sicmnture of
Public Sale!
Th-
! t -. : - I w i I
! ..... , ..,...., ,. f . . , f . .
',-. n.. .-..-.v.. i) -
I v. . -f r i . ! -.
K. i;r
f I j - -1 f- T-.
''!.!!:.
: d- '.hi- wiJ.-r
ira!..- I --a': - .
Ttw Ul r -"-r .::'.
('ie r"''W r . r...' !.;..
T.v
. ci;;b
.-ird.
( rff.-.-.-ra'. . T I .'!; V
tic!,- t r i't:-rc t. n :;.
Terms of Sale:
All ::! of a - . --.
r.a-h; o.r ! a r--'-, . f fr :-s
iT t t.vh t" ' t!i- . I 1 -
-.'. n. j ':rv?;"i-.-T r: ;r - I
;. u k rib!- fa;.-- b'-ar.: m ;-r
c. ., t i:.te.-e-t fr rn ' i'". I- 7 -
erty r:.::-l 1- - !'! 1 f. - b-f- r
b. i-.-r r-r.: vcl.
WES. TULE.HC.
Col. Wrr. Dunn, Auctioneer.
Rao Patterson, Clerk.
La Grippe Leare Its Victims
Prostrate.
S.-.rr M-t;r-. f !i -'77
r A,r fully rec. , r the h-alt h of
the l-jr.r, an .I pr "It. t :;
iv.z i weaker: t i:z. Th r; ; k a
tion of Fo'ey" II-. -y ar l Tar
make it a!.:abb m r-' la
-rirp.' c-ei.-b. F. . I'rew. I'. - !.
for.!. In. I., vri:.-: ' I.a sr:r?- I-f.
Tne with a er r .n-h V.:'.
Foley Jf. 'iey nr.. I Tir r-. a-1
i I am back t my r. .rn.al w ...;?.
For .-a!e bv nil tj't:--i-t .
WORK WANTF.I f r ;l n t-r !
man orj a farm. In fur f I r l
Mijor. Thirl ami Vir r.
IMatt-raotith.
2-5-3:wk:r
r- t'r.r; !? ii.t m r--.i , I t x:
1- of t h- '- rr . k ' r,-f ,
o' t iiri'. il ' t - Ihff ti;..-i t-
Lrxi rrl Cora (.ror ;s ibm ' srM.