The St. Mary banner. (Franklin, Parish of St. Mary, La.) 1889-1931, 1901-07-13

800, ct seq, said corporation beiiS dolnlc!ic"
| in Ramos in the parish of st. Mary, i'll this
State. Which appearers declared that. at 4
, | general meeting of the stockholders OF SAID
company convened ana ne,d az II, once I'm II,
) l4th day of March, 1901, after the advertise
ments. notices and delays required by article
| eighth of the charter of said company had
been given and complied with all of the
stockholders of said company owning the
full amount in value of the capital stock of
the said company, being present in person.
| voted to change alter and amend the act of
incorporation of said company, as follows,
to-wit:
| "Amcnd and rc-cnact Article Fifth of the
| Charter so as to read as follows, to-wit:
Article Fifth.
The corporate power of this corporation
shall be vested in and exercised by a Board
of five Directors. who shall each own. either
| in his name in the name of the firm OF
which he may be Il member at least twenty
| shares of the capital stock of this corpora
ton. Three members of said board of di-
| rcctorS shall constitute Il quorum for the
| transaction of business. Said directors shall
be annually elected at Il general meeting OF
| the stockholders of this corporation. to be
convened for that purpose, on the second
| Monday of January OF each year of which
said meeting, at least thirty days notice shall
be given i'll writing to each stakeholder and
by publication once Il week during said time
in one of the daily or weekly newspapers pub
lishcd in the Parish Of st. Mary.
The Directors shall hold their office for the
term of one wear and unit. their successors
shall have been elected and duly qualified.
at meeting of the stockholders each
stakeholder snail be entitled to cast i'll person
| or by proxy one vote for each share of stock
held by him, but not to vote on any share of
stock acquired by him within twenty days
preceding the meeting.
| Can elections shall be by ballot and Il ma
jority of the votes cast shall elect or decide
all questions before the meeting unless other
wise provided in this Charter.
IF for any reason the usual meeting should
not be held, or if no election should be If
fected at such meeting. this corporation
| shall not thereby be dissolved, but the direc
tors then in office shall continue therein and
| shall as soon AS practicable call a general
meeting for the election OF directors after
thirty days notice in writing aud by pubica-
ton as above PROV idca
| "Any vacancy occurring by death. resi- gna :
ton or otherwise i'll the offices of board of
directors during their term of office shall be
| filled by the remaining directors.
AS soon aS practicable after their election
the board of directors shall hold Il meeting
and elect from among their numbers preSi-
dent, Il vice president, secretary treasurer
and manager
| 'Thc directors shall determine the salaries
and powers of these officers respectively,
providing that all the contracts, checks and
obligations of the corporation shall be signed
and the business of the corporation trans
acted by such officers or directors as may be
designated specially or generally by the
board OF directors.
The first general annual meeting of the
stockholders of this corporation under this
amendment shall be held on the Second Mon
ahUEc Rrovidt.i. Until that GATE anG until
their successors shall ha,c been duly elc,ti.ll
and qualified. the following nameq persons
shall compose the first board Of directors.
:o-Mt Francis Martin, J.. VIM. Dreibhoz,
Koht. NJ Moore, Cha.. +. Moore. and Louis
H. Price.
us practicable after the adoption of this
amendment and elect the officers hcrcnai-
ter provided for, and transact such other
business as may be requisite or the board
deem necessary DrODcr'
Amend and rcenact article sixth Of the
charter SO as to read as follows, to-wit;
Article Sixth
This li,tirter may be altered OK amended
in any respect AT any general 3r special meet
ing convened for that purpose ;ttttI thirty
days notice i'll writing and by publication, as
pro. dcd for in article NTH of the charter
aHa with the consent OF the persons who
hold Il maio.ity OF the entire capital stock
Dt the cOruOrdfIOn.
1.-The capital stock ct this CORPORATE ion may
be increased or diminished in the manner
provided by law
This corporation may be dissolved with
the consent OF three fourth OF the entire
capital stock of the corporation at general
or special meeting convened for that pur-
pose after thirty days notice in writing and
by publication as provided for in articic
| fttll OF he charter
Amend a:.d rccnact article eight of the
charter so rs to rcal a. rol oss. to Wit
Article Eighth.
Nv hcncter this corporation is disSol. Oh
either by LIMITATION or any other cause, it.,
affairs shall he liquidated by the stockhold-
crS who compose the board ct directors ut
the time the corporation goes into liquida.
ton. The going into liquidation, either by
limitation or othcrw isc shall ipse factc con
stitute the then directors as liIuidatng
commissioners. The decision OF majority
of the liquidating commissioners on any
point or matter affecting the liquidation Of
| the affairs of the company shall he binding
on the other lIuidatins commissioners, and
such majority of liqudating commissioners
shall 'le pGrsued. said comm issOncrs shall
continue IN of,lcS until the a4ai;s Of the ,a.E
In the event of the death of one OF several Of
| the lIuidators, the survivor or survivors as
the case may be. shall continne to act
| Amend the charter by adding new article.
to be known as article ninth, to read as fol-
| lows, to wit:
Article Ninth.
"No stakeholder shall be allowed to dis
| pose of the shares of stock held or owned
by him without first giving thirty days
| tee to the Secrctary- Treasurer of this cor
por:ttIOn OF the intention of snch stOckhOld-
ers to dispose of his shares of stock in whole
g. in part, which notice shall state the num-
At s WIFI sef IL a. a1n ss
| to sell and whether or not he has rcreiycd
bona hde offer Tor any portion Of the shares
| or STOCK proposed to be sold. If such bona
fidc offer has been made the notice shall
state the highest price offered for said stock
and the name of the person offering the same
| "Thc Secretary Treasurer shall thereupOn
| transmit to each stakeholder COPY of such
| notice, certified by him to be correct Dur
| ing the thirty days subsequent to the said
| notice by the stockholders to the Secretary
| Treasurer, the other stockholders of this
| corporation shall have the privilege and op-
Won of purchasing the shares of stock pro-
| kosed tobe solt;; 1t, the price na,ued on such
notice or ut the highest hrice phert1f.fy All.
| bona tide purchaser. Should more titan ono
| tockhol der DIES re to purchase said stock at
such price tho shares OF stock proposed to Lc
sold shall be equally divided among such
| stock noldcrS as desire to purchase the same
and give notice to the Secretary Treasurer to
| that effect prior to the expiration of thirty
| days above provided for. If none of the
| stock holdcrs elect to purchase the said stock
within the time above provided, the stock
| holder proposing to sell, shall have the priv.
lege and sauthOrized to sell the stock about
| which he had given notice in accordance
with the terms and conditions of the notice
| by him and not otherwise.
e" Az ct w,;icA said amendments
were adopted by the unaliinols uf.
tirmative vote Of each and every one
of the stockholders of said company
cast by himself respectively, which
will more fully appear by reference
to the minutes of the proceedings of
| said general mcetinU hri1 nn tho