Newspaper Page Text
Thursday, July 8, 1948
LEGAL NOTICES
GEORGIA, Chattooga County.
TO THE HONORABLE CLAUDE
PORTER OF THE SUPERIOR
COURT OF SAID COUNTY:
The petition of GEORGIA
RUG MILL, INC., hereinafter
called the “Corporation” shows
the following facts:
1. The principal office of the
Corporation is located in said
county. The Corporation was in
corporated by tlvis Court under
the “Corporation Act of 1938” on
the Bth day of August, 1946.
2. The Corporation’s Charter
has not heretofore been amend
ed.
3. This petition is brought to
amend the charter in the par
ticulars hereinafter set out, by
virture of the action of the stock
holders favorably voting for said
amendment at a special meeting
called for the purpose as is shown
by the certificate of the Secre
tary of the Corporation hereto
attached as “Fxhibit A” and
made a part thereof.
4. The Corporation seeks to
amend its charter to increase
the maximum number of shares
of capital stock that it is author
ized to have outstanding at any
time from one thousand shares
to fifteen hundred shares, and
to increase its authorized capital
from fifty thousand dollars ($50,-
000.00) to one hundred thousand
dollars ($100,000.00). To effect
such increase, the Corporation
seeks the right to issue and have
outstanding, in addition to one
thousand shares of common stock
with a par value of fifty dollars
($50.00) per share, five hundred
(500) shares of preferred capital
stGck with the par value of one
hundred dollars ($100.00) per
share. The holder of said pre
ferred stock shall be entitled to
receive when and as declared by
the Board of Directors, out of
the surplus profits arising from
the business of the Corporation,
dividends at the rate of six
($6.00) dollars per share per an
num. Dividends shall accure on
each share of said preferred
stock from and after the date of
the original issue of such share,
and shall be payable on such
dates as the Board of Directors
shall determine but shall not be
cumulative. No dividends shall
be declared or paid upon the
common stock in any year until
the full preferred dividend at
the rate of Six ($6.00) dollars per
share per annum shall have been
declared and paid or provided
for on the preferred stock for
such year, and no dividend shal!
be declared or paid on the com
mon stock without the written
consent of the holders of a ma
jority of the outstanding pre
ferred stock. The preferred stock
shall be preferred as to both
earnings and assets, and in the
event of any liquidation, dissolu
tion or winding up of the Cor
poration the holder of the pre
ferred stock shall be entitled,
before any assets of the Corpora
tion shall be distributed or paid
over to the holders of the com
mon stock, to be paid in full the
sum of One Hundred Dollars
($100.00) per share and the hold
ers of the common stock shall be
entitled to the exclusion of the
holders of the preferred stock, to
share ratably in all of the assets
of the Corporation remaining
after such payment to the hold
ers of the preferred stock. If,
upon such liquidation, dissolu
tion or winding up, the assets of
the Corporation distributable as
aforesaid among the holders of
the preferred stock shall be in
sufficient to permit of the pay
ment to them of the aforesaid
amount, then the entire assets
of the Corporation shall be dis
tributed ratably among the
holders of record of the preferred
stock. The preferred stock shall
be redeemable as an entirety at
any time, or in part at any time
or from time to time, at the op
tion of the Board of Directors at
the price of One Hundred Dol
lars ($100.00) per share upon
thirty (30) days prior notice giv
en as hereafter provided. In case
less than all of the preferred
stock then outstanding is to be
redeemed, the shares of such
stock to be redeemed shall be se
lected by such fair and equitable
method and in such manner as
the Board of Directors in its dis
cretion may determine from time
to time. Notice of any such re
demption shall be given by the
Corporation by mailing a notice
thereof to all preferred stock
holders of record whose stock is
to be then redeemed at their ad
dresses appearing on the books
ox the Corporation at least thir
ty (30) days prior to the day
fixed for redemption. Such no
tice shall be in such form and
shall contain such details as the,
Board of Directors shall deter
mine. After the date fixed for re
demption, no further dividends
cn the preferred stock so to be
redeemed shall be paid, nor shall
the holders thereof be entitled to
any rights as preferred stock
holders of the Corporation either
to vote or otherwise, unless the
corporation shall make default
in the payment of the redemp
tion price upon such preferred
stock so to be redeemed. No pre
ferred stock so to be redeemed
shall be subject to reissue, but
may be retired in such manner
as may be prescribed by law. The
holders of the preferred stock as
such shall not be entitled to vote
at the election of directors or at
any other meeting of stockhold
ers, except in statutory proceed
ings as to which their vote may
be required by law. At all times,
each holder of common stock
shall be entitled to one vote for
each share of common stock
standing in his name on the
books of the Corporation.
WHEREFORE, the Corporation
prays that its charter be amend
ed as hereinabove set out upon
due compliance with the law in
such cases made and provided.
CLARK, CARR & ELLIS
HENRY J. FULLBRIGHT, JR.
Attorney for Petitioner.
EXHIBIT "A”
The undersigned Hugh Given,
Secretary of the GEORGIA RJG
MILL, INC., hereinafter called
the “Corporation,” hereby certi
fies that a special meeting of the
stockholders of the Corporation
was held at its office in Summer
ville, Georgia, on the 4th day of
June, 1948, at which all of the
stockholders were present in
person or by proxy and thereat a
resolution was offered as fol
lows:
“BE IT RESOLVED, by the
stockholders of Georgia Rug Mill,
Inc., that its charter be amend
ed so that its authorized capital
stock may be increased from fif
ty thousand dollars ($50,000) to
one hundred thousand dollars
($100,000), and that the Corpora
tion seek the porper authoriza
tion to issue five hundred (500)
shares of preferred capital stock
with a par value of one hundred
dollars ($100.00) per share. The
holder of said preferred stock
shall be entitled to receive, when
and as declared by the Board of
Directors out of the surplus prof
its arising from the business of
the Corporation, dividends at the
rate of six ($6.0) dollars per
share per annum. Dividends
shall accrue on each share of
said preferred stock from and
after the date of the original is
sue of such share, and shall be
payable on such dates as the
Board of Directors shall deter
mine, but shall not be cumula
tive. No dividend shall be de
clared or paid upon the common
stock in any year until the full
preferred dividend at. the rate of
six ($6.00) dollars per share per
annum shall have been declared
and paid or provided for on the
preferred stock for such year,
and no dividend shall be de
clared or paid on the common
stock without the written con
sent of the holders of a majori
ty of the outstanding preferred
stock. The preferred stock shall
be preferred as to both earnings
and assets, and in the event of
any liquidation, dissolution, or
winding up of the Corporation,
the holders of the preferred stock
shall be entitled before any as
sets of the Corporation shall be
distributed or paid over to the
holders of the common stock, to
be paid in full the sum of One
Hundred Kollars ($100.00) per
share, and the holders of the
common stock shall be entitled,
to the exclusion of the holders of
the preferred stock, to share
ratably in all of the asset of the
Corporation remaining after such
payment to the holder of the
preferred stock. If, upon such
liquidation, dissolution, or wind
ing up, the assets of the Corpo
ration distributable as aforesaid
among the holders of the pre
ferred stock shall be insufficient
to permit of the payment to them
of the aforesaid amount, then
the entire assets of the Corpora
tion shall be distributed ratably
among the holders of record of
the preferred stock. The prefer
red stock shall be redeemable as
an entirety at any time, or in
part, at any time or from time
to time, at the option of the
Board of Directors at the price
of One Hundred Dollars ($100.00)
per share upon thirty (30) days
prior notice given as hereinafter
provided. In case less than all of
the preferred stock then out
standing is to be redeemed, the
shares of such stock to be re
deemed shall be selected by such
fair and equitahle method and
in such manner as the Board of
Directors in its discretion, may
determine from time to time. No
tice of any such redemption
shall be given by the Corpora
tion by mailing a notice thereof
to all preferred stockholders of
record whose stock is to be then
redeemed at tlmir addresses ap
pearing on the books of the Cor
poration at least thirty (30) days
prior to the day fixed for re
demption, such notice shall be
in such form and shall contain
such details as the Board of Di
rectors shall determine. After the
date fixed from redemption no
further dividends on the prefer
red stock so to be redeemed shall
be paid, nor shall the holders
thereof be entitled to any rights
as preferred stockholders of the
Corporation either by vote, or
otherwise, unless the Corpora
tion shall make default in the
payment of the redemption price
upon such preferred stock so to
be redeemed. No preferred stock
so to be redeemed shall be sub
ject to reissue, but may be re
tired in such manner as may be
prescribed by law. The holder of
the preferred stock as such shall
not be entitled to vote at the
election of directors or at any
other meeting of stockholders,
except in statutory proceedings
as to which thevr vote may be
requix-ed by law. At all times,!
each holder of common stock
shall be entitled to one vote for
each share of common stock
standing in his name on the
books of the Corporation.
BE IT FURTHER RESOLVED,
that the President and Secretary
of the Corporation are hereby
authorized and directed to pro
cure said amendment to its char
ter as the laws in such cases
provide.”
and after discussion and a due
second, the foregoing resolutions
were duly adopted by affirma
tive vote of more than a three
foui'ths majority of the outstand
ing stock of the Corporation as
is shown by the minutes of the
Corporation.
Given under my official signa
ture and the seal of the Corpora
tion, this Bth day of June, 1948.
HUGH GIVEN,
Secretary of Georgia Rug Mill,
Inc.
(Corporate Seal)
IN RE: PETITION TO AMEND
CHARTER GEORGIA RUG
MILL, INC., May Term, 1948,
Chattooga Superior Court.
ORDER
The foregoing petition of
GEORGIA RUG MILL, INC., to
amend the charter in the par
ticulars prayed, read and con
sidered. It appearing that said
petition is proper and that the
proposed amendment has been
authorized by the approval of
more than three-fourths of the
stockholders and that all re
quirements of law have been
complied with.
IT IS HEREBY ORDERED, ad
judged and decreed that all of
the prayers of said petition are
hereby granted and the charter
of the applicant GEORGIA RUG
MILL, INC., is hereby amended
in all particulars set out in the
petition and the authorized max
imum capital of the corporation
is increased to One Hundred
Thousand Dollars ($100,000.00)
and the corporation is hereby
authorized to issue five hundred
(500) shares of preferred capital
stock, with a par value of One
hundred dollars ($100.00) per
share and having the preferen
ces and privileges pi’ayed.
Granted at chambers in Rome,
Georgia, this 9th day of June,
1948.
C. H. PORTER,
Judge of the Superior Court of
Chattooga County, Georgia.
4t/7-7
GEORGIA, Chattooga County.
There will be sold at public
outcry to the highest and best
bidder for cash before the court
house door of Chattooga County,
Ga., between the legal houi’s of
sale on the third Tuesday in July,
1948. Being the 20th day of July,
1948, the following property:
One chest of drawers, 1 break
fast room suite, 1 kitchen cabi
net, 1 wooden safe, 1 radio, 1 un
painted table, 1 set of bed
springs, 1 dresser, 1 mattress, A
% bed.
Said property found in the
possession of Frank Smith and
levied on as the property of
Frank Smith pursuant to an
attachment sworn out before T.
C. Brown, J. P., Chattooga Coun
ty, Ga., by Nancy Hogue and writ
issued by said Justice of the
Peace on the 25th day of Feb..
1947.
This the 17th day of June.
1948.
A. H. GLENN.
Sheriff, Chattooga County, Ga.
4t/7-14
CHATTOOGA County, Georgia.
There will be sold at public out.
cry to the highest and best bid
der for cash, before the coxxrt
house door of Chattooga County,
Georgia, betweer the legal hours
of sale on the third Tuesday in
July, 1948, being the 20th day of
July, 1948, the following prop
erty:
One cut down Ford Coach to
a truck, B model with a V-8 mo
tor. >
Said propei’ty found in pos
session of Roland Taylor and
levied on as the property of Ro
land Taylor pursuant to an at
tachment sworn out before L. F.
McGraw, J. P., Chattooga Coun
ty, Georgia, by B. F. Nichols and
writ issued by said Justice of the
Peace on the 13th day of May,
1948.
This the 17fth day of June, 1943.
A. H. GLENN,
Sheriff, Chattooga County, Geor
gia. 4t/7-14
CHATTOOGA County, Georgia
There will be sold at public
outcry to she highest and best
bidder for cash before the court
house door of Chattooga County,
Ga., between the legal hours of
sale on thje third Tuesday in
July, 1948, being the 20th day of
July, 1948. The following prop
erty:
One 1937 Ford 60, color black.
Said property found in the
THE SUMMERVILLE NEWS
possession of Ollie Dooley and
levied on as the property of Ollie
Dooley pursuant to an attach
ment sworn out before T. C.
Brown, J. P., Chattooga County,
Ga., by Elwin Palmer and writ
issued by said Justice of the
Peace on the 4th day of Novem
ber, 1947.
This the 17th da yof June, 1948.
A. H. GLENN,
Sheriff, Chattooga County, Ga.
4t/7-14
GEORGIA, Chattooga County:
TO THE SUPERIOR COURT OF
SAID COUNTY:
The petition of The McWhor- j
ter-Selman Chevrolet Company, j
a corpoi'ation, hereinafter called j
the applicant, shows the follow- ]
ing facts:
ONE:
The principal office of said cor
poration is located in said Coun
ty and said corporation was in
corporated on the 29th day of
September, 1928, in the Superior
Court of Chattooga County,
Georgia, at the September Term.
TWO:
This petition is brought to re
new the charter of said corpora
tion for an additional period of
35 years from the 29th day of
September, 1948, with the same
| powers, rights and privileges as
the said corporation now enjoys,
a certified copy of the present
charter and amendments thereto
being attached hereto as Exhib
it “A,” and made a part hereof
and to have the following addi
tional rights, powers and privi
leges, to-wit: To be incorporated
so as to have the rights, powers
and privileges conferred upon a
corporation under the terms of
Chapter 22-18 as provided in
Georgia Code of 1933, pai'agraph
22-1871.
THREE
That a two-third majority of the
I capital stock of the Corporation
| entitled to vote thereon favor
| ably voted for and consented to
the renewal of said charter and
to have the same rights, powers
and privileges as set forth in
Section 22-18 Georgia Code 1933.
A copy of the excerpts of the
minutes of the regular meeting
of the Stockholders held on the
29th day of June, 1948, is hereto
attached as Exhibit “B.”
WHEREFORE, petitioner prays
that the Charter of said Corpora
tion be renewed as hereinafter
set out, upon compliance with
the laws made and provided.
BRINSON & DAVIS
By MOSES E. BRINSON
Attorney for Applicant
GEORGIA, Chattooga County.
TO THE HONORABLE SUPER
IOR COURT OF SAID COUN
TY:
The petition of R. S. McWhor
ter and W. P. Selman, both of
said State and County respect
fully show the Court:
First: That they desire, for
themselves, their associates and
successors to be transported and
made a body politic and corpor
ate ulider and by the name of
the McWhorter -selman
CHEVROLET COMPANY for a
period of twenty years.
Second: That the principal of
fice and place of business and
l/xegal domicile of said corpora
tion shall be in the City of Sum
merv i 11 e, Chattooga County,
Georgia; and that said corpora
tion shall have the right to es
tablish bi-anch office and places
of business wherever a majority
of its stockholders shall deter
mine by vote.
Third: That said corporation,
under said name for and behalf
of your petitioners, their asso
ciates and successors shall have
the right to conduct the busi
ness of said corporation for the
pecuniary gain and profit of its
stockholders and itself.
Fourth: That your petitioners,
their associates and successors
by said corporation and under
the said corporate name desire
to conduct a general automobile
sales agency, automobile garage,
shops for repairing automobiles,
truck and all other vehicles, a
business of selling, buying and
supplying automobile trucks and
motor vehicles and all parts, re
pairs and accessories needed for
the operation and equipment of
said vehicles, and to act as agents
and retail dealers for the manu
facturers of automobiles, trucks
and motor vehicles and their
parts, repairs and accessories, as
well as the right of wholesaling
all of the same or any of them,
together with the right of con
duction and doing any business
incident to and connected with
the selling, storing, stabling, ga
raging, repairing, supplying and
equiping of automobiles and
trucks, tractors and other motor
vehicles and their parts, repairs
and accessories: and to handle
and sell as agents and otherwise,
tractors and any and all ma
chinery di'iven and drawn or
driven and drawn by tractor en
gines, and to repair, furnish and
supply them; and to sell for cash
on or on credit and to take and
hold personal or real estate as
security; and to loan and ad
vance money to finance the sales
of any and all things, in which
said corporation may lawfully
deal and to take real or personal
property and hold the same as
security for money so loaned or
advanced, all terms of credit to
be such as may be agreed be
tween said corporations and
those to whom it sells or lends.
Fifth: Petitioners for them
selves, associates and successors j
and for said corporation, under
its said name desire the right to
buy and own real estate for the
operation of its business and for
securing debts due it.
Sixth: That said corporation
may have a capital stock of FIF
TEEN THOUSAND DOLLARS, to
be divided in shares of the par
value of ONE HUNDRED DOL
LARS, each, and that said capi
tal stock may be increased to ;
FIFTY THOUSAND DOLLARS by !
a majority vote of the stockhold- j
ers. Petitioners pray that said j
capital stock may be paid in ei- j
ther in cash or in property at a j
fair value or partly in cash part- j
ly in property at a fair valua- |
tion.
Petitioner further desire that |
j said corporation be given power |
j to issue both common and pre- j
j ferred stock, as may be deter- I
! mined and whenever determined,
j by a majority vote of the stock
| holders.
Seventh: That said corporation
S may in and by its said corporate
name, sue and be sued as a per
son in law; have and use a com
mon seal; make necessary by
laws, rules and regulations, have
officers, directors and agents,
have the power to create attor
neys in fact, and all other and
full powers that may be neces
sai-y to enable it to effect all the
objects for which it is incorpo
rated, and which may be done by
corporations having the same
and similar purposes under the
laws of the State of Georgia.
Eighth: Petitioners desire that;
the stockholders of said corpora- ]
tion have the right to ask for
such amendments to the chartei’
of said corporation, as may be
lawful and as hereafter may be j
deemed expedient by a majority !
of the stockholdei’s and that the
charter may be renewed if de- j
sired by a majority of said stock- I
holders and that said stockhold
ers have the right of dissolving.
said corporation under the pro
visions of the law, respecting the !
dissolution of corporations.
Ninth: Petitioners show that
ten per cent of the capital stock
of said corporation has been paid |
in, by them.
WHEREFORE, your petitioners j
pray that they be incorporated i
by and under the name of THE |
McWhorter - selman chev- j
ROLET COMPANY as a body j
politic, with all the rights, pow- j
ers and liabilities, hereinbefore |
shown to be desired by them.
C. D. RIVERS, Atty. for Peti
tioners.
IN THE SUPERIOR COURT OF;
CHATTOOGA COUNTY, GEOR
GIA. September Term, 1928.
WHEREAS, W. P. Selman and
R. S. McWhorter, both of Chat
tooga County, Georgia, have filed
in the office of the Clerk of the
Si’perior Court of said County,
their petition, praying the for
mation of a corporation to be
known as the McWhorter-Sel
man Chevrolet Company with a
capital stock of FIFTEEN THOU
SAND DOLLARS with power to
increase the same to fifty thou- ;
sand dollars, for the purpose of i
establishing a business of sell- J
ing automobiles, aut o m obile j
parts, accessories and supplies, j
either at wholesale or retail or!
both and petitioners having com
plied with the statutes in such j
cases made and provided and !
upon the hearing of said peti- :
tion, the Court being satisfied j
that the application is legitimate j
and within the purview and in- ;
tention of the Civil Code of 1910
and the Laws of said State, re- |
la ting to corporations chartered !
by the Superior Court.
IT IS HEREBY ORDERED. AD
JUDGED AND DECLARED that j
said application be and the same j
is hereby granted and the above
named petitioners, their asso
ciates and successors are hereby
incorporated under and by the
said name of McWHORTER
SELMAN CHEVROLET COM
PANY for and during the period i
of twenty years, with the privi
lege of renewal at the expiration
of that time, according to the
laws of this State, and said cor
porators petitioning, their asso
ciates and successors are here
by clothed with all the rights,
powers and privileges mentioned
and prayed in said petition and
made subject to all the restric
tions and liabilities fixed by law.
This 29th day of September,
1928.
JAMES MADDOX,
J. S. C. R. C.
MINUTES OF A CALLED MEET
ING OF THE STOCKHOLDERS
OF THE McWHORTER-SELMAN
CHEVROLET COMPANY, HELD
ON THE 29TH DAY OF JUNE.
1948, AT SUMMERVILLE,
GEORGIA
A meeting of the stockholders
of the Capital stock of The Me- |
Whorter-Selman Chevrolet Com- j
pany was held at the office of I
said Company in Summerville, [
Georgia, at 3:30 o’clock, P. M.,
pursuant to a call issued by the
President of said Company.
The meeting was called to or
der and the Secretary read a
waiver of notice, which was
spread upon the minutes as fol
lows:
“We, the undersigned, being
x-11 of the subscribers to the cap
ital stock of the McWhorter-Sel
man Chevrolet Company of Sum- j
merville, Georgia, hereby waive |
xiotice of the time, place and ob- j
ject of a meeting of the Stock- |
holders and consent that same |
be held at the office of the Com- I
pany in Summerville, Georgia, i
on the 29th day of June, 1948, at
3:30 o’clock, P. M., for the pur
pose of renewing the Charter of;
said Company.
In witness whereof, we have
hereunto subscribed our names, |
this the 29th day of June, 1948.”
R. S. MCWHORTER, Pr.
MRS. MARY T SELMAN, Ad
ministratrix of Estate of W. P.
Selman, dec.
The entire capital stock of the
Company was represented in per
son.
Upon motion made and duly
seconded, the following resolu
tion was passed:
“Whereas, it being announced
by the President that the Char
ter of said corporation, dated the
29th day of September, 1928,
would be out after twenty years
had elapsed on September 29,
1948. and the purpose of this
l xeeting was to renew said char
ter, and
Whereas, the entire capital
stock was represented in this
meeting.
Now, therefore, be it resolved
that the charter of this Corpora
tion, The McWhorter - Selman
Chevrolet Company, be renewed
so that said Company shall have
the same rights, powers and priv
| ileges as set forth in the old
j charter, dated September 29,
| 1928, and shall also have the
same rights, powers and privi
leges as set forth in Section
1 22-18 of the Georgia Code of
i 1933.
There being no further busi
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THE KANSAS CITY LIFE INSURANCE (J.
ALL FORMS OF LIFE, ENDOWMENT AND
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W. B. (BOB) JONES
Lyerly, Ga., Box 37
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Be prepared! Have a careful checkup of your
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B. W. and J. L. FARRAR, Agents
Office: 109 N. Commerce St.
This Agency Has Represented the Haitford Fire
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ness, the meeting was adjourned.
F. POWELL,
Secretary
Attested By:
R S. McWhorter
President
I, F. Powell, being Secretary of
The McWhorter-Selman Chevro
let Company, a corporation, do
hereby certify that the above and
foregoing writing is a copy of the
excerpts of the minutes of a call
ed meeting of the Stockholders
held on the 29th day of June,
1948, at the office of the corpora
tion, Summerville, Georgia, at
3:30 o’clock, P. M.
I further certify that a two
thirds majority of the Capital
Stock of the Corporation enti
tled to vute thereon, favorably
voted for and consented to the
renewal of said Charter and to
the favorable passing of the
above resolution.
This 29th day of June, 1948.
F. POWELL
Secretary
Upon presentation and exam
ination of the foregoing petition,
it appearing that the same is
legitimately within the purview
and intention of the laws of this
State and said laws having been
complied with, it is ordered that
said petition and prayers there
of be and the same are approved
and granted.
This Ist day of July, 1948.
C. H PORTER,
J. S. C. R. C. 4t/7-29
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T. J. Espy, Jr.
ATTORNEY AT LAW
Office Over McGinnis
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