The St. Mary banner. (Franklin, Parish of St. Mary, La.) 1889-1931, 1901-07-20

800, ct seq, said corporation being dolnIci!t'i
in Ramos in the parish of St. Mary, III this
State. Which appearcrs declared that, 4, /,
general meeting of the stockholders OF sai q
company convened and held 1T its ONCE IN
I4th day of March, 1901, after the advertise
ments, notices and delays rec uired by article
eighth Of the charter of said company had
been given and complied with all OF the
stock holders 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 sad company, as follows,
to-wit:
Charter so as to read as follows, to-wit
Article Fifth.
The corporate power of this corporal ION
shall! be vested in and eHGrclsed ny Board
of five Directors, no shall each own, either
in his name III the name OF the firm OF
which he may be Il member at least twenty
shares Of the capital stock OF tins corpora
ton. Three members of said board OF d
rectors snail constitute Il quorum for the
transaction of business. Said directors shall
be annually elected at Il general meeting OIL
the ckhOldcrS of this corporation, to DC
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 stockhoidcr ana
by puDlicatio ion once Il week during said time
in one Of the daily or weekly newspapers pat
lished i'll the Parish Of st. Mary.
The Directors shall hold their office for the
shall have been elected and duly qualified.
AT a meeting of the stock holders each
stock older shall be entitled to cast III person
or Dy 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.
"All elections shall be by ballot ard a ma
jOTitv Of the votes cast shall elect or ucclut
all questions before the meet ing unless other
wise provided n this Charter.
If for any reason the usual meeting should
not be held or if no election should be cf
fected at such meeting, this corr or:ttlon
shall not thereby be dissolved, bat the dircc.
tors then III office shall continue therein and
shall rs soon as practicable call a general
meeting for the election Of directors after
thirty DAYS notice in writing and BY public:,-
ton as above prov ldeI.
ANY vacancy occurring by death, resigna
ton or otherwise i'll the offices of board OF
directors during their term of Office shall be
Tiled by the remaining directors.
LAS soon rs practicable after their electiO ion
the board of directors shall hold meeting
| ard elect from among their numbers pres-
dent, a vice president. Il secretary. treasurer
and manager.
The directors shall determine the s:llar les
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 DC
| designated specially or generally by the
board Of directors.
The first general annual meeting Of the
| stockholders of ths corporation under this
amendment shall be held on the Second Mon
| day of January, 1852, after notice rs herein
| above provided Until that date, and unit:
| their successors shall have been duly elected
and qualified, the following named persons
! shall compose the frs; board Of directors
| :o-wi; Francis Martin, r. Vim. Dreibholz
| Robt. VI. Moore, CiaS +. Moore, and Louis
| H. Price
as practicatl" after the adoption Of TINS
| a mendment and elect the officers hCreiH:f-
ter provided tor, and transact such other
business as may be requisite or the board
! may deem necessary or proper
| Amend and rcenact article sixth Of the
charter rs to read AS follows. to-wt
Article Sixth.
This charter NAY br Uttered or ..mcnIet
| III any respect ut any general or special meet
| ing convened for that purpose after thirty
days notice in writing and by publication, as
and with the consent of the persons who
hold Il majority of the entire capital stock
| of the corporation.
"Thc capital stock Of tins corporation may
| be increased or diminished in the manner
! provided by law.
"Tbis corporation may be dissolved with
| the consent OF three fourth of the entire
or special meeting convened for that pur-
pose after thirty days notice in writing ana
by publication as provided for in article
| fifth of the charter
Amend and recn;ict article eight of tht
| charter SO as to read az fellows, tow;t
Article Eighth.
Whenever this corporation is dsso,y ed
| either by limitation or any other cause, it,
affairs shall be liGuidated by the stockhold-
| ers who compose the board Of directors al
| the time the corporation goes into iiOGiG;.
| ton. The going into liquidation, either Ey
! limitation or otherwise, shall ipse facte con
| stitute the then directors as lIuidatinn
| commissioners. The decision of Il majority
| nf he nj nty liSS
| point or matter affecting the liquidation OF
| the affairs of the company shall be binding
on the other liquidating commissioners, and
the course or action determined upon by
| such majority of liquidating commissioners
| shall be pursued. said commissioners Shal
continue in office until the affairs Of the said
| corporal ION shall have been fully undated
| In the event of the death of one or several OF
| the liquidators, the survivor or survivors as
| the case may be, shall continne to act"
| Amend the charter by addinga new article
| to be known as article NINTH to read AS foi-
| 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 no
tice to the Secretary Treasurer of this cor
ers to dispose of his shares of stock in whole
| or in part, which notice shall state the mum
Der OF shares proposed to be sold and the
price ut which such stockholders proposes
1
bona flde offer fer amy portion of the share,
| of stock proposed to be sold. If such bona
! hde offer las been made the notice Sha!
| state the highest price offered for said stock
| and the name Of the person Offering the same
| 'The Secretary Treasurer shall thereupon
| transmit to each stakeholder a copy of suct
| 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 Cd.
| ton Of purchasing the shares OF stock pro
posed to be sold at the price named on such
! notice or at the highest price offered by any
| bona fide purchaser. Should more than one
! stakeholder desire to purchase said stock Il,
| such price the shares of stock proposed to bt
sold shall be equally divided among sucl
| stockholders as desire to purchase the same
| and give notice to the Secretary Treasurer tc
| that effect prior to the expiration Of thirt,
! days above provided for. If none Of The
within the time above provided, the stock
holder proposing to sell, shall have The prvi
| lego and is authorized to sell the stock about
which he had given notice IN accordance
| with the terms and conditions of the notice
| given by him and not otherwise
All Of which said amendments
were adopted by the unanimous af
irmative 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 meeting, held on the