THURSDAY, FEBRUARY 19, 1914 PLATTCMOUTH SEMI-WEEKLY JOURNAL. PACE
AnTICLES OP INCORPORATION
AM) II V-LAW S
of
Srhlafrr A Fllaicerald - Company.
Known All Men bv'ThPse f resents:
That we, the undersigned incorporat
ors, pursuant to the Statutes c-r the
Utate f Nebraska, in such cases maile
unci provide)!, lo hereby associate our
selves as a body politic and incorpor
ate, in the manner and for the pur
poses hereinafter mentioned.
AKTICI-K 1.
The name of this corporation shall
te "Schlater : Fitzgerald Conipanv,"
abbreviated title "S. & 1 Stock Com
pany." ARTICLE II.
Section 1. The authorized capital
ptoc-k of this corporation shall In Five
JIundrt-d Thousand ($.",00,000 lollars,
divided into Five Thousand i 5.000
shares of the par value of One Jlun
ilred ($100.00) Dollars, each ot which
Thirty-live Hundred (3500) shares
Fhall be preferred stock and Fifteen
Hundred (1500) shares shall be com
mon stock.
Sec. 2. Preferred stock shall from
earnings be lirst paid dividends after
two years from the date of issue until
retirement at a rate not exceeding S
per cent per annum, payable annually,
and shall after payments of dividends
'of 8 per cent upon the common stock,
Jiurtic-ipate equally in dividends with
common stock. Preferred stock shall
Iiave 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, mav
at its option. redeem any and all
shares of preferred stock at any time
after five years from the date of issue.
by the payment in cash of One ilun
dred and Ten ($110.00) lollars 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
in it nower in the coruoration.
Sec. 5. When the stock is fully paid.
It shall be non-assessable and the
stockholders shall not be personally
liable for the debts of the corporation.
Sec. 6. The stock of this corporation
may be paid for either in money, notes,
property, property rights, 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
rights, live stock, machinery, tools.
Irrigation rights, 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 anv
stock so issued shall be non-assessable
and fully paid.
ARTICLE III.
The principal ilace of transacting
the business of this corporation shall
be in the City of Plattsmouth. Ne
braska, but it may have such addi
tional places, at which it may transact
its business, as may be de determined
by its Board of Directors, and it shall
be empowered to transact its business
at such subsidiary places of business,
whether within or witliout the State of
Nebraska.
AHTICLK 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-maintaining
of ranches or farms or elevat
ors or anything pertaining to farm or
ranching; buying, selling and leasing
of rights, privileges and franchises,
real estate and other property to be
used in conducting 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
anil 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 with 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.
AKT1CLK V.
The highest amount of indebtedness
to which this corporation may at any
time subject itself shall not exceed an
amount equal to one-third ll-o) of its
paid-up capital stock.
AKTICUI-: VI.
This corporation shall commence
business on the 1st day of January.
1P14, and shall terminate on the 31st
dav of December, Hi04. 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.
A B.T ICL.K VII.
The affairs and business of this cor
poration shall be conducted by a
board of five Directors end by the
otlicers hereinafter provided for.
AUTICI.K VIII.
Section 1. The following named per
sons, who shall hold oflice until their
successors ore elected, at the lirst reg
ular annual meeting in January, 11)1 ".
snail constitute tne nrsi uoaru oi
Directors of the corporation: Frank
K. Schlater. Kdward Fitzgerald. James
Fitzgerald. Henry K. tiering. and
Samuel OrlofT. and from their number
the following named persons, who
shall hold oliice until their successors
are elected as hereinafter provided,
shall constitute the officers of the cor
poration: President. P.'dward Fitz
gerald; Vice President, Henry II. tier
ing; Secretary and Treasurer, Frank K.
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 Piattsmouth.
Nebraska, at which meeting the Board
of Directors shail be elected from
their own number. 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 filled as provided
in the By-Laws.
Sec. 3. Special meetings of the
stockholders for the purpose of trans
acting anv business. stated or em
braced within the call, may he held at
any time upon the call of the Presi
dent. Secretary, Board of Directors, or
the holders of two-fifths (2-5) of the
common stock, after giving fifteen (IS)
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 mav have been selected
by the Board of Directors for the pur
pose of transacting business.
AKTICLK 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 mav be held by one person.
ATiTICLK X.
The shares of stock of said corpora
t'on shall be transferable on the books
Of the corporation. In accordance with
auch 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 fif-st offering the same to the
Board of Directors, or should anv
stockholder dispose of or transfer his
share or shares at a price or figure
less than the price or figure at which
lie 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 bv him for such stock.
AKTICLK XI.
The Board of Directors shall have
full power and authority to make any
and all rules and By-Laws for the
proper government, management, and
control of the business affairs of this
corporation, and they may alter and
amend the same, in accordance there
with, provided said amendments do not
conflict with these Articles of In
corporation, ...
ATITICLK XII.
These Articles of Incorporation may
be amended at anv regular annual
meeting of the stockholders, called for
that purpose after duo notice, pio
vidded that such proposed amendment
be first approved by three-fifths (3-5)
vote of the entire Board of Directors,
and if so approved, be entered at large
upon the records of said l'.oard. A
draft of any proposed amendment or
amendments, as the case may be, may
tie 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 the holders of the common
stock of the corporation issued, present
and voting; provided, however, that a
majority of the common stock issued
in list bo present either in person or by
proxy. Any amendment or amend
ments so adopted shall thereafter be
subscribed and acknowledged by the
Board of directors and shall then be
recorded and published as provided by
law.
In testimony whereof, we have here
unto set our hand.; this 20tii day of
December, PJ13.
Kxecuttd in triplicate in the pres
ence, of
KDWATtD FITZGERALD,
FJ 1 AN lv K. HCH LATHI'..
.IA.MKS A. FlTZtiKIiALD,
i!i;.i!V n. ;i:i:i.(i,
SAMl'KL OllLOFF.
State of Nebraska.
County of Douglas, es:
On this L'Olh day of December. 1913,
before me, olive Weiner, a notary pub
lic, duly commissioned for, qualified
and residing in said county and state,
personally came Henry !:. Geriiig and
Samuel orloff. to me well known to be
the identical persons whose names are
subscribed to the foregoing Articles of
Incorporation and they seerully ac
knowledged the execution of the same
to be their voluntary act and deed for
the purpose expressed in said Article.
In testimony whereof, I have here
unto subscribed my name and affixed
my notarial seal the date last above
written.
(Notarial Seal) OL1VK "vVKINKR.
Notary Public.
My commission expires August 23d,
1319.
State of Nebraska,
County of Cass, ss:
On this 20th day of December, 1913.
before me, A. I. Tidd, a notary public.
dulv commissioned lor. qualified and
residing in said county and stale
iiersonallv came Frank K. Schlater
Kdward 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.
Intestimony whereof, I have here
unto subscribed my name and affixed
my notarial seal the date lust above
written.
(Notarial Seal) A. L. TIDD.
Notary Public.
Mf commission expires October
1915.
IIY-I.AWS
of
Schlater & Fltngernld Compauj.
ATiTICLK T.
Me-t inirx of the Stockholders.
Section 1. All meetings of the
stockholders of this corporation. ' both
retrular and special. :.l,all be held at
the office of the company, in the City
of Plattsmouth. State ot Nebraska.
Sec. 2. At the annual meeting of the
stockholders of this corporation,
directors shall be elected as provided
in Section 2 of Article of the
Articles of Incorporation. and such
other business as may properly come
before the meeting may also be trans
acted.
Sec. S. If for any reason the annual
meeting of the stockholders shall not
be he'd at the time provided in Section
Article MIL Of the .Articles of In
corporation, or if the stock holders, at
said annual meeting, shall fail to elect
directors, a special meeting of th'
stockholders may be called for that
purfMjse in the manner provided in
Section 3 of Article VIII of the
Articles of Incorporation.
Sec. 4. No business other than thnt
stated in or embraced within the 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 rrovv.
Sec. 5. It shall be the dutv 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-j) or the common stor-K
issued. If the President neglects for
fortv-elght hours after such request is
made to call such special meeting of
the stockholders, then the stockholders
making such lenuest may themselves
call such special meeting in the man
ner provided in Section -i or .Article
VIII of the Articles of Incorporation.
Sec. 6. No special meeting of the
stockholders shall be called or held
except as authorized by 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 may 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
lie elected at such special meetings, in
the manner provided for their election
at annual meetings of the stockholders.
Sec. S. At all meetings of the stock
holders the President of the corpora
tion shall preside, and In the event of
his attfsence the Vice President of the
corporation shall preside, and if both
be absent the stockholders shail elect
a president pro tempore, who shall
preside over such meeting, shall attest
the minutes of the meeting, and who
shall have- the s:me powers as the
President in presiding at the meeting.
Sec. 9. 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
prow, 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 fnr as
consistent with the purpose of the
meeting, unless such order of business
Is waived by majority vote, viz:
1. Beading of the minutes of the
preceding meeting and action
thereon.
2. Tieport of the President.
3. Beport of the Treasurer.
4. Beport of the Secretary.
f. Beport of the committees,
fi. Flection of directors.
7. Unfinished business.
8. New business.
AKTICLK II.
fleeting of the Hoard of Dlreetorm.
Section 1. All meetings of the Board
of Directors, both regular and special,
shall be held tit the office of the com
pany, in the City of Plattsmouth, Ne
braska. Sec. 2. The Board of Directors shall
meet regularly upon the first Tuesday
of each month, ut ten-thirv (10:30)
o'clock a. m., provided that such
regular monthly meetings may be
postponed to such future date as may
be considered advisable by the chair
man and three other members of the
Board, who, together, shall at least
three days before the time of the hold
ing such regular monhtly meeting,
notify the other members by mail,
postage prepaid. addressed to their
residence as shown upon the records of
the corporation, of such postponement,
stating in the notice the date and
hour to which such meeting is post
poned. Sec. 3. Special meetings of the
Board of Directors may be held at anv
time, upon the call of the chairman o"f
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 postotfice addresses,
shown upon th records of the cor
poration; provided, further that such
special meeting of the Board may be
held, without notice, when a written
waiver of notice thereof shall have
been previously subscribed bv 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
board 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 as the
chairman In presiding at trie meetlnA
Sec. 5. Tiie Board of Directors may
adopt such rules and regulations for
the conduct of their meetings, and may
adopt such rules and regulations, may
enter into or authorize the execution
of such contracts or agreements, for
the proper management and conduct of
the altairs or the corporation as tney
may consider proper, beneficial or
necessary, provided they are not in
consistent or in conllict with the
Articles of Incorporation. these By-
Laws or the Laws of the State of Ne
braska.
See. 6. At all meetings of the Board
of Directors, three members thereof
present sha. be necessary to con
stitute a quorum, for the transaction
of any business, unless two or more
members of the Board shall have dier"
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 succeeding regular an
nual meeting of the stockholders.
AKTICLK II f
Section 1. The President of the
corporation shall preside at and tall
to order all meetings of the stockhold
ers of the corporation and shall be ex
oifleio 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 tiie cor
poration and condition of the corpora
lion for the vear. to the stockholders
at their regular annual meeting of
each year, and also to the Board 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
ledue which the interests of the cor
poration may require to he presented
to their notice. He shall perform such
other duties as may be prescribed, or
such as he may be directed to perform
bv the Board of Directors, and shall
have general tower and duties of
supervision and management of the
business of the corporation usually
vested in his office. He shall have
power to employ and discharge clerks,
employees and agents, provided, how
ever, that the Board of Directors si, all
have power to direct, by a majority
vole, the employment or dismissal oi
anv clerk, agent or employee.
Sec. 2. The Vice President shall, in
the absence or incapacity of the Prcsi
dent, perform tho duties of its Presi
dent. Sec. 3. The Secretary shall record
and sign the minutes of all meeting?"
of the stockholders, and of the Board
of Directo-a and shall also keep the
books, papers and records of till bnsi
n ss of the corpora tion : 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 lor tnat
purpose, and shall preserve all certi
ficates of stock transferred or can
celled, lie shall keep a record.
alphabetically arranged, of all persons
who are st:xkhoders ot the corpora
tion, showing their respective places of
residence. the number and kind of
shares field by them respectively, and
the date when' they became the owners
respectively or each and sucn snares
the amount or amounts paid thereon
which book shall be open for inspec
tion of stock hoiders. during the usual
business hours at the otiice of tli
comp.inv. lie shall also be tin trans
fer agent of the corporation for the
transfer of all cert iiicates of s'ock. He
shall attend to the giving and servinp
of all notices of the corporation: hi
shall attend to such correspondence
as may be assigned t him: he shall
keep the seal of the corporation, r. nil
shall a tli x the same to all cei t : nentes
of stuck and to such other instruments
ns l.e may he directed so to do, bv thf
Board f Directors, and shall perforr.:
such other duties as may bo .incidental
to bis o:fice, or such as may
be delegnted vt assigned to him either
bv the Board of Directors or by action
of Old Vtoi fc holder.. ' TV. : 1
Sec.. 4. Tiie Treasuerr shall hpve
the general custody of. and shail de
posit in the name of the corporation
all mopev and securities bflonging to
the corporation, in such bank or banks
trust companies, iin : rafe depes i
vault as mav be selected by the
Board of Directors: lie shall sign, all
checks. drafts. notes or other in
struments for the payment of money,
or the delivery of securities of tie
corporation. which shall also 1
cou utei signed bv the President, or bv
s.ich other officer as the Boa rn of
Directors may designate: provid. d
however, that no pavmeni of money I
the corporation shall be made ec.-i t
by cheek as hereinbefore provided, mul
provided further, that no check simil
be drawn, signed ;i,rd countersigned
lor the payment if any st-ms of nvi n
of the corporation whatsoever, except
unon the written order or the See-rct.M-v.
countersigned bv the Brest Ten f
or noon the direction of the B"ard of
Directors. The Treasurer shall keep
such books of account, which may at
all reasonable business hours be ex
umineil by any director or stockholder
of the company, as the Board of
Directors mav direct, and shall make
a report cf the financial condition of
the corporation to tho stockholders nt
each regular annual meeting, and to
the President, or to the Board of Di
rectors, whenever requested1 by the
President to do so: he shall, if re
quired by the Board of Directors at
inv 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. rhall
forfeit his right to the office of Treas
urer, which shall thereupon become
vacant and shall be filled as provided
In Artiele V of Cue Bv-I.aws. lie rhall
perform such other duties ni may be
delegated to or required of 1,1m by the
Board of Directors, and shalt perform
all other duties incident to or usually
devolving upon his otiice.
AKTICLK IV.
Voting ami I ".led Ions.
Section 1. At all meetings of the
stockholders, the right of voting shall
depend nnd be governed by the traas-
ler records or the corporation, ami
only such persons shall be entitled to
vote who appear upon such transfer
records ns owners or 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 shaies of common stock in the cor
poration shall be entitled to vote at
any election of 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 Director shall be by
ballot, and a majority of the Board of
urcctors shall bo necessary for an
election.
Sec. 4. At all meetings of the
stockholders nil questions " except the
Hiuenumeni oi ine Articles or Incor
poration, the election of officers, nnd
other questions, the decision of which
is or may be regulated hi- statute.
shall lie determined by a majority vote
ui cue owners or tne common stock
issued, present either in person or bv
proxy, and voting and in tho event of
a tie vote, the presiding officer of the
meeting shall cast the deciding vote,
provided, that anv stockholder pres
ent tuny demand a stock vote. "When
a stock vote Is demanded it shall be
iaKen - immediately. and each stock
holder present shall he entitled to one
vote for each share of common stock
owned by him. as. appears from the
transfer records of the corporation, as
hereinafter provided, and also one vote
for each share of common stock owned
by any stockholder, as appears from
the transfer records of th corpora
tion, as hereinbefore provided! for
whom lie may hold a iu-oxv. ami the
question shall then be decided affirm
atively, by a majority vote of ail
shares of common stock of said cor
poration issued, present either In per
son or by proxy, and voting. All vot
ing at meetings of the stockholders
shall be viva voce, except a vote for
the election of directors, a vote uoon
an amendment to the Articles of In
eornor:tPn. or when a stock vote is
demanded, each of which shall be by
ballot, and each ballot shall state the
name of ihe person voting, both per
sonally and proxy the number of
-hares owned and voted for himself,
herself, or as proxy for another, with
the word "yes" if the vote be in the
affirmative, and with the word "no" if
the vote be in the negative, or shall
state the name of the person voted for,
if it be for the election of directors.
Sec. 5. The President or other pre
siding officer fit meetings of the stock
holders may vote at such meetings in
the manner provided by Section 4 of
Article IV of these By-Laws, excepting
when a viva voce vote is taken.
Sec. (I. At all meetings of the stock
holders for the election of directors,
the President of the corporation shall
appoint two Inspectors of election.
AKTICLK V.
Vacancies.
Vacancies occurring during the year
among the officers or in the Board of
Directors, caused by death, resignation,
refusal or neglect to qualify, or otiier
.visc, shall be filled for the unexpired
term onlv bv tiie Board of Directors,
it its regular or special meting, by a
majority vote of the remaining mem
bers thereof, provided, that the per
son or persons so elected shall bo
'udders of the common .stock of the
corporation.
AKTICLK VI.
Corinirnle Seal.
The seal of the corporation shall be
circular In form with the words.
Sch later-Fitzgerald Company, of
Plattsmouth. Ne'or.." on the circumfer
ence, and the words "Corporate Seal"
in the center.
AKTICLK VIT.
The fiscal year of the corporation
shall begin on the first day of Jan
uary nnd end on the thirty-first day of
Dece m be r f 1 1 o w ing.
AKTICLK VIII.
Section 1. All certificates of stock
hall be signed by the President or
Vice President, find also by the Sec
retary, and shall he 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 lie intends to dispose of said
share or shares, and offer to sell such
-;hare or shares to the Board of Direct
ors at the same price. I'pou receipt of
such 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 :it such price.
See. 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
A-hich they are issued, and shall be
Issued consecutively according to
number.
Sec. 5. Subscriptions to the capital
stock must he fully paid to the
Trcr.surer when the stock is issued,
provided, however, that when prop
erf." rights, live stock. machinery,
tools. Ktid Irrigation rights, mer
chandise, fixtures, stocks cm- bonds of
jti.er corporations, or services are
sold, assigned, transferred or conveyed
to or rendered the corporation, as pro
vided in Section S of Article 11 of the
Vrticles of Incorporation, the Board of
Directors may ascertain the fair mar
ket or reasonable value of such property-
rights. live stock, machinery,
tools. and irrigation rights, mer
chandise, fixtures, stocks or bonds of
other corporations, or services, as the
case may he. and after so finding, if it
tiniis that the same are useful to. for
er required by the corporation in its
ory.it.i7.at ion, or in the transaction of
:s business, it shall have power to
direct the issuance of certificates of
stock in payment thereof, and any
stock so issued shall be non-assessable
ami fullv paid.
Sec '. Certificates cf stock mav be
transferred, sold, 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 sur
rendering the ccrtifitat" of stock for
cancellation, yvhen a new certificate of
-tod: in lien thereof shall be issued,
the corporation may regard and treat
the transferer as the owner thereof.
Sec. 7. All surrendered cert iiicates of
stock shall be endorsed yvitli the word
c.-.n.-elled" and wit li the date of er.n-c'-!lation.
by the Secretary, and shall
!e immediately pasted in the stock
'. '"." k, opposite tho memorandum of
.h.-.r issue.
Sec. S. Duplicate certificates of
stock may lie issued yvhen the origin
als have 1 een lost or destroyed, pro
vided the applicant furnish an affidavit
of ownership of the loss or destruc
tion end also a bond of indemnity,
satisfactory- to the Bocrd of Directors,
-on. lit ioned to protect the company
I';:;-!nst all loss or damage which may
occur bv reason of the issuance of the
duplicate certificate of stock.
S"c. ft. The holders of the preferred
stock shall rot le entitled to voting
''"vers in the meetings of the stock
holders of the corporation.
S-c. 11. Bedcinpfion of any or all
shr.res of preferred stock of the cor
poration may be made by the l.oarq
of Directors, in the manner and nt th"
time provided in Section li of Article 11
of the Articles of Incorporation.
AKTICLK 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
lived by the Board of Directors.
AKTICLI-J A.
Dividends shall be declared from
the surplus or net profits of the busi
ness of the corporation. upon th.ej
directions of. and declaration or the
srme. bv the Board of Directors, pro
vided, such dividends are declared in
cniiformitv with Section 2 of Article II
of the Articles of Incorporation, and
provided further, that no dividend
?hall be declared or paid, which cur
tails or (ends to curtail the effective
operation of tho busines of the cor
poration. A IJTICLIT Al.
Amendments.
These By-Layvs may be amended at
anv Directors meeting ny me amrm
ative vote of three directors, provided.
that a draft of the proposed amend
ment shall have been submitted and
spread upon the records of the Board
nt the next preceding Directors' meet
ing, or thev may be aniemieu at any
meeting of the Directors. without
notice, provided that three Directors
shall affirmatively vote for such pro
posed amendment, or they may be
unended or repealed uy tue siockuoiu-
crs nt their annual meeting or at any
special meeting called for that pur
pose bv the affirmative voie oi a ma
jority of tiie stock.
Approved :
KDYVAKD FTTZGKKALD.
F KAN K K. FCMLATKK.
JAMKS A. K I T Z 1 K K A LD ,
SAM I KL OltLOKF.
1IKNKY K. OKI II NO.
Directors.
NOTICI2 TO coxm CT011S.
Countv t'lerk instructed to call for
bids for wood and steel bridges and
concrete work, such as arches, yvings
and abutments, for the year 1914, in
Cass County, Nebraska.
Plans and specifications now on nie
Plans and speci ncations now on nie
In the office of the County Clerk at
Plattsmouth, Nebraska.
All bids to be filed up to 12 O cloclt
noon on Saturday, February 2Sth. 1914,
nnd bld to be opened on Tuesday,
March Cd. 1914.
Board of Countv Commissioners re
serve the right to reject any and all
buls. and in letting contract reserve
the right to let same In whole or in
part.
A certified check for 5iuu.uo must ac
company each bid.
D. C. MOKGAN, County Clerk.
l-2C-4wks
LKPAI, XtlTICl'-
Tiobert Ti. Latta. the unknown heirs.
legatees and devisees of Kohert li.
Latta. deceased, Nathaniel II. Karnes,
who appears of record as N. II. Barnes,
and tho unknown heirs, legatees and
devisees of X. H. Barnes, deceased.
You and each of you are hereby
notified that on the 22nd dav of
January. 1914. William K. Straub filed
his petition in the District Court of
Cass County, Nebraska, the object and
prayer or v.-iiicii is to quiet title in
himself against you to the folloyvfng
described premises, to-yvit: The south
east quarter of Section twentv-nine
(29). Township eleven (11). north of
Range thirteen (13), east of the Sixth
Principal Meridan in Cass Countv.
Nebraska, and to exclude von and ench
of you from said land and every part
thereof, and from any interest therein
or lien thereon and to satisfy and
cancel the following described mort
gage appearing of record against said
land: On- mortgage for $l,sou.)hj
given by O. K. Fit tiling and wife to
Kohert K. Latta. dated October . !.,s.
and recorded in book "C" of mortgages
lit page tlti. of the records of t'ass
County, Nebraska. and one mortgage
fo.- tiie sum of J.'.nO.oo given by hol.eit
K. Latta and wife to N. li. Biirt.es.
whole real name is Nathaniel 1 1.
Barnes, dated August T, ls,t:. and re
corded in book "B" of mortgages at
page ::lt;, of the records of Cas Coun
ty, Nebraska.
You Are required to answer said
petition on or before the :th day f
March, 1911, or said petition will be
taken as true and a decree rendered
accordingly.
WILLIAM K. STKAI'B.
V. F. MOK AN, Attorney.
1-28- Iwks
OTICi; TO Clti:i)!TOHS.
Iii County t'ottrt.
STATK OP XKKKASIvA,
Cass County, ss.
In the Matter of the Kstate of Jacob
W. Vallery, Deceased.
Notice is hereby given to the credit
ors of si:id deceased that hearings
will be had upon claims hied against
said estate, before me. County Judge
of Cass County, Nebraska. at the
County Court room in Plattsmouth, in
said County, on the 2Mb day cd"
March, LIN. and on the 2:th flay of
August, 1914. al l' o'clock a. m.. each
day for examination, adjustment and
al loyvance.
All claims must be filed in said
court on or before -a;d last hour of
hen t ing.
Witness my hand and seal of said
County Court, at Plattsmouth, Ne
braska, this 2Mb dav of January. 1911.
(Seal) A LLivN J. !; K KSON.
I'ourtv Judge.
1-29-4 wks
i.i:; L MiTK i:.
In the Coiiuly Court of t hsm fount,
rbmikii.
OTK K OF 11 1: II I o im:titio
FOlt AIMI.M'I It TIO.
In the Matter of the Kstate of Cor
nelius Land. Deceased.
To All Persons Interested In Said
Kstate:
You will take notice that on Jan
uary 27th, 1914. Willie A. Land, widow,
riled her petition in this Court alleging
that Cornelius Land. late of sa;d
County, departed this life, intestate, in
said County on the lsth day of Jan
uary, 1914, leaving an estate to be ad
ministered, and praying that letters
of Administration op said estate be is
sued to petitioner, Willie A. Land, the
willow of said deceased.
A hearing yvill be had upon said
-etitien on the 21th day of February.
1914. at 10 o'clock in the forenoon, at
the County Court Boom. In the Court
House, in Plattsmouth. Cass County,
Nebraska, and unless cause be shown
on or before said time of hearing, the
prr;yer of said petition may be granted,
and such other orders arid proceedings
in the premises as a just and la.vfel
administration of said estate may re
quire. Witness my hand and tho seal of
said Court, at Plattsmouth, this 27th
dav of January. 1914.
(Seal.) ALLKN .T. BKKSON.
County Judge.
JOHN M. LKYDA.
Attorney for Petitioner.
2-2-3wks
IN COIXTV C'Ot'ltT.
STATK OF NKBTIA5KA.
Countv of Cass, ss.
In the Matter of the Kstate of Tiachel
Adams, Deceased.
To All Persons Interested:
You are hereby notified that there
has been filed in this court repot t of
Will T. Adams. executor of said
estate, together with I is petition for
final settlement and distribution of
said estate.
That a hearing yvill be bad upon
said report and petition before this
court in the Court House at Platts
mouth. in said county, on the 21st day
of February. 191!. at 10 o'clock a. in.
That all objections thereto, if any.
must be filed on or before said day
ar.'l hour of hearing.
Witness mv hand and the seal of the
County Court of said County this 7th
dav of Februarv. lHlt.
(Seal) ALLKN .1. BKKSON.
Countv Judge.
2-9-2v.-ks
LKOAL XOTICI-:.
To Lucy Boggs. Carrie Wonderheide.
Henry Stnehr. Joseph Sioehr and
Kdward Stoehr:
You are hereby notified that Phillip
Stoehr, as plaintiff, has filed his peti
tion in the District Court of Cass
County. Nebraska, against you and an
other for the purpose of enforcing a
written contract executed bv Oeorge
Stoehr. your father, and Christ Steel r,
ills father, pledging the Inheritable in
terest of Oeorge stoehr. under the law.
in the estate of his father, as security
for indebtedness of said C.errge
Stoehr to plaintiff. You are reqi: red
to answer said petition c:i or before
tie? :;ith day ot March. 1911. or the
same will be taken as true and judg
ment entered accordingly.
PHILLIP STOKHK. Plaintiff.
By D. O. DWYKK. His Attorney.
Koilza of Application for Liquor
License.
XutiVp i- In-ivliy pivfii f till
jicisniis inltTcshil ttnil fit llif
public, that I lie unilTsijrni"q. Ainly
Th'iiii-tqi. has lik-il his petition
and application in Hn ottiec of
I he County Clerk of Cass County,
Nebraska, as reipiirl by law,
siiriK'd by a majority of Ihe resi
dent freeholders of Kitrlit Miie
drove Precinct, setling" forth that
the applicant is a man of re
spectable character and standiiii:
and a resident of the stale of Ne
braska, and praying that license
be issued to said Andy Thomson
for tiie sale of mall, spirituous
and vinous lhpiors for the period
of one year from May i7, 1014,
endinp. May 17, 10ir, in a build
ing' on lot i, in block 0, in the
village of Cedar Creek, in Kiirht
Mile (irove Precinct, in Cass
County, Nebraska.
ANDY THOMSKN.
Applicant.
0. Sandin, D. V. M.t
J graduate of the Kansas City
J Veterinary College, is per-
manently located in Platts-
v moufh. Calls answered
J- day or night. 'Phone 255.
Office COG Main.
$100 Reward, $100
Tiie readers of this rapi-r will be r.ltar.l to
'rum tb.it there Is ut f.Mt one i!n m! d ill sea Mt
!i..t eion.-e has been utile t cure la all it
-tain;, anil that 1.4 Canirrb. IIidl'M t'ntarrh Cure
' thf G!:ly tiosUKe cure n,"v known to the nird
i ;1 fraternity, t'atar.-li iteli.ir u -.,nil:utk.nal
I ': iir!rtr a .:iitit,.iti:icl Treatment.
lull C; thrill Ca:p Is tukcii internally, ac-tiui;
'-oi tly upini the l.lnoil nn-1 rr.ucnn teirfar. of
in system., tllcrchy i! -uti yl:iit t!. foutnlatii'ii
' ! p , unil clvtnir t'.ip .at!i-nt f In Ufrl II
StrlMii'fT n flip varr:tui iu arnl assNtliiir na-
i i!"!",t in Murk. Thi f.ro;,r!i-tn fcarfr
Mi,!, f-r h li ! ft,r.it!vM j'W-ith that Uiv
i T'n-iiir- l Iio'lnri f r any r.in- that It
to ru.-e. rVml fi r lint of tistliamilals.
Across T. J. CI7LNEV & CO.. Toledo. O.
S M hr "11 P-vzrlxt. 7D.7.
Take Call's t kiS 1111a fur Constipation.
: LflPIL
?:cy y.-i M,
- V. r " di
-lLLOil'JL a tSLli Ct 1
A clc'Me IrTparafaai f.U
s;.T.i:ati;?5 to Foci! jpillula
n?ss anrl P?.Ccr;t;iins ncsitr
Opiuru-Morplunc ncr.MacraL
rOT ABC OTIC.
iia Zed'
S Srmu:
j'. ,Kir- ,
ill imTHKU Xjff
A rr!rt Prmcdv for Cnfr
t io;i . Sou StoJcU Dtaritwi
A'ornsjCom-ulsicnsXfTiXrWi-
.-mu LOSS CF bLIX?.
V, - ! I
Tic Sx.uk Sifiransf u
TttE Cextavu CoxpasT.
NEW Y0rK.
Exict Copy of Wrapper.
JOHN BARKER. HIC
fit:'
Prom Mi. in lay's Daily.
Yrsh rd-iy hil John Park-r
nc r lh' ;iL'id r'.-id-rit 'f lh
.Main'c I!':ii' ;: n turniriir !
that in -( il tit i ix fi'Min lh rilv In1
was tiick'it with a Ir..kc .f
!'::raly-i whih vva'kini.' al-.n-'
':i-hinl'n ari!U and wax itn
:li!. In ft-n -;:ll fur ln !p. failm
In the sidiwalk jnt. i-ppo-it th'
!lci(I mill, and f r ' unuNdy nm
of the residents i.f that neiuh-
h"f l: 1 saw liim fall ar:d riidif !
to his aid, hut hi- was uaenu
scions ami niiahle . n;i.e. A
arriairi' was mum iii eii-d at n
ami the old gentleman ietmvd
ti the l!'i'!e and medieal a-Mt-aiiee
Mininuitied. when it wa
found his stroke was a ej-v
severe one and was e.mple.-!y
paralyzed. This ntiifnin-' he
sec"d t !' aide to hear v. hat
was said to him. Put w tmahle
to use his oraI organs in any
way. It is not t!n tr-hl that he
will he aide to ieei.-r from the
attack, as he j-. pa-f years of
pue and has leen hioken in
health for some time. , rame
to the Home hen- j;i June of la-f
year from SeribmT. where he had
mr.de his home.
After Your Produce.
The Lincoln Pure Cutter Co.
have eta!)lihed a station in
Plattsmouth and are readv to pay
the hii:h"d market price in ra-h
for your produce, i ream and hut
ler. They are loeale.J on the nr
iter of Sixth and Pearl Street-.
The Lincoln Pure Cutler Co..
Cream and Produee station,
John Ins-ram. Manager.
Visiting cards at the Journal
office.
IT - -
14- 1
CI ' -3,(.(,,
r t -r.
slMt UlilLlirl
A Trip a hrough
The Big Horn Basin
Will be the next land folder issued by the Burlington
and will be ready for distribution about February 23th.
Valuable Information: This new folder will con
tain much valuable information not exaggerated state
ments about what a few good farmer.- have produced, but
information about what a large number of farmers have
accomplished under ordinary conditions.
The New Railroad just now being completed, to
the south, connecting the Big Hern Basin with Denver.
Omaha, and other eastern markets will make this folder
especially interesting. Write for it today. It 13 free and
contains a large map of the Big Horn Basin.
mmm
l004Farnam
WHO a k
I-
For Infant and Children.
The Kind You Have
Alvays Bought
Bears the
Signature
Tat asarrawa) mmmm. ar
PRODUCE WANTED.
The I.ir.r.dn I'ur- S;!N
Co. ha -( a!.! . -to-.l a
hraie !i hM-e i i I'!aU-
riwiith ami want. ! Uuy a!! v
k'tids of piodti'-e. rram -
and hnffer. They a ill i
the ii!ii-t market pri.- us
ra-h at all times.
Lincoln J'ssre Untie- c... J".
.I.diM Li-ram. M.:!.rer
Cream and Produce Si.ireei.
Silh and Par street.
P!a!l-n tli. Ne!..
i;nit)i;T op thk condition
or
The Bank of Cass County
of Plat tsiv.outh. NViniko.
Charter 4,42.
tnr,ir:m'iil In Hw vnc VI,r-S. i. at tfa
fliw of ttlllie. r. i. l
::Fr::i-f
fjianss il Ii-oiint4..
owrnlrif r ... -
'-" T.
-l.a-t S
I : r il-. -urit.r-. juilar.f nt !,. ai.
.- w
I(-iii i'tf Ihki-w f.irnifiir ani tft-
ti:re To
lili-t.i'r niLrrtliin loniiirf I. hi K.7, 6 7i
C li r r-nt e iinr, ta r anil it. Tr-l
t..v. r
t"a..i irrn. . .. !.'
ouefnitii iiJIl. nl ami ti ji'. IV. m
( hti'k a.ri'1 itr iuo of t u litn,- .!. I - -4
I urr-ix-
t.nl.i c n J 'a
.iifi r. nli'krUiiiil crnt I.Tj 2
Teal Ki:.u:
I.I BILITIT.s
Cail'l fiirk pa.i.1 In o
-uri'l.K f in.1 :' '
I neiTi.ie.l pmfl'4 I.'iiW
I M iiTi! . liiH'i'l -
I r.'in t i..ir .n., eit riteek t-'i.i.i
i :nie eert i fii-!: of wt it
I if T stul rffi I tie of il i it N.-r...
a."liVr'-h--k iu !! in.; a". I ;
lei, to rational ami r.a.'ii. Iu.n7:.
Snips a'l-l I'l.U r"-ij.-ninr V-
hills taya.le ... ... f
Iwi'i-aotV aT Jruti f Jinl Ul
Tutsi :-'.7S: T.
-ttc or im.
tiirjTTiirt'e I I. T. M Pte.
r:vlier of tt atri i5mi tan St !
I,y . w a r that iti f-" i-rmnf t-n-t
ami a t rue rc.yv of th "! r ItlvV Mil
iS-ir.k.ii K-iani. T. M. i'at-rr -...
t ili,rr.
t F:. Y. rTTIit). I'!r-. r.
V ari . Uiiiiw.'ii. wi.T.
.Vtte-t :
Sijf-rilj a i il sworn U ' r rti ' i.i lth
Jay of '.. isil. eiea II r-.
S.rfarr j-
(sfal' Mr rorrnitmien n;')r- J r I i i. Ii7
D. GLEL1 DEAVER,
SL, Omaha. Nab. toimlirallon Agant
a jp in
J For Over
Thirty Years