Any surplus over and above the actual expenditures and obligations of the association shall be conclusively presumed to be a surplus arising out of the association charge referred to in paragraph eight of the standard marketing agreements; and any such surplus may, in the discretion of the board of directors at any time be divided among the members, on the basis of the value of the products delivered by them under the said marketing agreements as a return of a portion of the said association charge; or any such surplus may be used, all within the discretion of the directors, for acquiring or constructing buildings or warehouses or packing plants or for advertising or for any other general corporate purpose or advantage to the association. Assessments. (1) The board of directors of the association shall have the right to levy assessments to carry out any of the purposes heretofore set forth. Notice of such assessments shall be mailed to all of the members and such assessments shall become valid and binding upon all of the members unless within two weeks after the date of mailing of said notice a majority of the membership file with the board of directors their written dissents or objections thereto. (m) All canning peaches shall be bought and sold according to grade and variety. Prior to actual distribution to the members, the board of directors of the association will be authorized to use any of the funds in the possession of the association or any property or rights of the association for any of the purposes or activities of the association within the general provisions of Article II of the Articles of Incorporation. Provision for liquidated damages. (n) Each member must agree to market the canning peaches grown or owned by him, in accordance with the provisions of the standard marketing agreements referred to in Article XII, subdivision (b) hereof; and each member shall therein admit that it would be extremely difficult and impracticable to fix the amount of damages which the association or its members would suffer if he should neglect, refuse or fail to keep and perform the terms, conditions and agreements herein and in his marketing agreements contained as to such marketing; and therefore it is expressly understood and agreed by and between each of the members of the association, including any persons hereafter becoming members and acknowledging notice and acceptance of these by-laws, that if he shall refuse, neglect or fail to market his canning peaches through the facilities and in the manner provided by the association and in accordance with the terms of the agreements, such member shall pay to the association as liquidated damages, upon demand of the association, the sums set forth in the said marketing agreements. Form 3628. Provision for Cross-Contract (Wheat). The association shall make a cross-contract with the corporation providing substantially as follows: That the corporation shall handle, warehouse, store, ship and deliver, all as required and directed by the association, the wheat delivered to it by and at the order of the association. Such service will be on a nonprofit basis; and the corporation shall receive therefor only the actual costs of such operations and amounts, apportioned over the operation of any one season, sufficient to pay a dividend of eight per cent. on the outstanding common stock and the dividends on the outstanding preferred stock and to retire in each of the five calendar years, beginning with 1922, one-fifth of the preferred stock; or one class thereof; and sufficient amounts for taxes, insurance depreciation, betterments, and commercial and secondary charges, all as the directors of the association may instruct and limit the corporation and not otherwise. and said attorney is hereby fully empowered to make and pass all necessary acts for the said assignment and transfer. day of owning 6,997 shares of the common capital stock of Tank Car Corporation, as evidenced by certificate Number One and pursuant to Section 6 of a certain contract between Tank Car Corporation, and Investment and Guaranty Company, Winchester, Indiana, dated as of the 19-, concerning the sale of the first preferred stock of said Tank Car Corporation hereby constitutes and appoints said Investment and Guaranty Company, its successors and assigns, as the attorney for the undersigned so long as any of said preferred stock provided for in said contract shall remain outstanding, to do all things on behalf of the undersigned at any and all of the shareholders' meeting of said Tank Car Cor poration, which the undersigned could do as to the owner of said 6,997 shares of stock were the undersigned present at said meetings of said Tank Car Corporation and/or to do and perform such other acts and/or execute such other papers and/or institute such other proceedings as the undersigned could do as a stockholder of said Tank Car Corporation pertaining to the affairs of said corporation, the stock and the corporate life thereof. Provided, however, that said Investment and Guaranty Company shall be so constituted, appointed and empowered, only so long as said Tank Car Corporation may be, if at any time it so becomes, in default in the performance of any of its obligations under said contract aforesaid, and so long only as said first preferred stock is outstanding, but such limitation shall in no wise negative the fact that this power of attorney is for the purpose of protecting said interests aforesaid for and during the aforesaid events and contingencies, and shall be a complete power to do absolutely such things as the undersigned could do as a stockholder of said corporation, and upon and during all such contingencies this power shall be absolute and irrevocable for the purpose of further securing said stock. In Witness Whereof, the undersigned has caused its corporate name and seal to be hereunto affixed by its duly authorized officers this day of 19-. (Signed and sealed.) Form 3641. Directors. Agreement Between Majority Stockholders for Election of We, the undersigned, being the owner this date of five (5) shares of stock in the J. D. Thompson Carnation Company, being the owner of two hundred and eleven (211) shares of stock of the J. D. Thompson Carnation Company, and -, being the owner of seventy-six (76) shares of stock of the J. D. Thompson Carnation Company, all of said parties of the city of Joliet, county of Will and State of Illinois, agree together as follows: First. That we each and every one shall vote our respective shares of stock in the above mentioned company at all regular, special or adjourned meetings of stockholders of said company for each other for directors of said company and for no other person or persons. Second. That we, for the best interests of the company, desire to have the following named persons elected as officers of the said above-mentioned Carnation company: for vice-president, for treasurer and tary and general manager. Third. That in case of the death of for president, for secre shall have the voting of the five shares of stock standing in the name of and that the dividends on the above five (5) shares shall be paid to Fourth. That in case of the absence of from any meet shall ing of stockholders of the above-mentioned company Fifth. That we shall not buy or sell any shares of stock of the above-mentioned company without the written consent of the undersigned parties. Sixth. That in case of the death of party to this agreement by signing same. Seventh. That in case of the death of may become a _shall pay to one-third (1/3) of the par value of said above-mentioned five shares of stock belonging to, said par value being one hundred sixty-six dollars and sixty-six cents ($166.66), and also to the same amount. Eighth. That this agreement can be changed or terminated only by the unanimous written consent to the undersigned parties. Ninth. That this agreement shall be binding upon the heirs, executors, administrators and assigns of the undersigned parties. This agreement is made in duplicate. day of, 19—. - (Seal) (Seal) (Seal) (Involved in Thompson v. J. D. Thompson Carnation Co., 279 Ill. 54, 116 N. E. 648.) |