The Opelousas courier., 1905-06-03

issued: ana the Board of Directors are hereby
vested with full power and authority from
time to time, and at the time of issuing any
certificate of the Capital stock of this corpora
ton, to fix the date in such certificates when 1t
shall begin drawing dividends, and the SAID SIX
per cent, Is oIo) cumulative dividends to be
paid on the preferred stock, shall begin accru-
ing and be cumulative only from and after the
date so fixed.
Sec. In case of dissolution of the corpora
ton, by mutual consent or otherwise, the assets
shall be distributed and applied as follows =,
The holders of the preferred stock shall be
paid the par value of their shares in full, with
tile accrued and unpaid dividends thereon, if
any, before any sum shall be PAID TO or sci
apart for the holders of the common stock.
After the full payment of the preferred stock
with such accrued and unpaid dividends there
on, should there be any assets remaining, tney
shall be applied in the payment and redemption
Of the olnnon stock, and after the payment or
both the preferred and common stock as herein
mentioned, the remaining assets. II any, snali
he divided pro rata among the holders OF the
preferred and common stock as tHelf respective
holdings bear to such surplus assets.
Art. V-All the corporate powers of this cor
poration shall be vested i'll a Board of Directors
composed of seven (1, Stockholders, and until
the election is held on the First Tuesday after
the first Monday i'll April 1906, under TINS Clar-
ter, as hereinafter provided, the following nam
ed persons shall constitute the first Board or
Directors and the officers respectively, or tins
corporation: Leon Wolff President Rufus e..
Webb, First Vice-President; l.. T.. littell,
Treasurer; John A. Haas, Assistant Treasurer;
J. G. LawIcr. Secretary VIM. Nj. Prescott, X.
Mornhinveg.
the first Monday in April, A. D.. 1906. and an
nual'y thereafter, an election for directors
possessing the qualifications required by law
and by this charter, and for the transaction OF
such either business Of the corporation aS may
be brought before such meeting, shall be held
at the office of said corporation. of which ten
QW days prior notice shall be given each stock
holder of record. sent prepaid Ivy United States
mail to his postofiirc address as appearing III
livestock bonks OF the Company, aud Il copy of
such notice shall be published ina newspaper
published in the Town of OpeloIsas, Louisiana
ten N0i, days prior to the day of holding such
meeting, and tn" persons receiving Il majority
OF the votes east at SAIL election shall tie deem
ed duly elected and shall remain in office until
their successors are elected and installed. All
elections shall he by ballot and shall be under
the supervision OF three ($). commissioners to
be named hy the Board o. Directors.
Upon failure to elect directors at the meeting
or meetings as above specified, it shall not dis
solve this Corporation nor impair its corporate
management. and the Directors then in office,
shall so remain in office until their successors
shall have been duly elected and installed.
Amaiority OF the stock. issued and outstand-
ing, represented at such meeting either iii per
son or by written ;proXy, shall constitute a
quorum for the election of The Directors and
the transaction of all other bn ~iness OF the cor
p%oration, and ali quesilnil4 decided by IL major
ity vote OF such quorum. shall be tinai and con
elusive.
EDFt. It'tti itAt iI'i w At i'tol hhi Ia tSth
on the day fixed for such meeting, the stock
holders present may adjourn such meeting
from day to day, without notice. until II quo
rum be obtained.
Sec. 3-Tle Board of Directors at its first
meeting after its election, shall elect from their
own number u President aud a First Nice-PreS-
ident, and may elect as MANY more Nicc-PEesi-
dents from its members. as it may deem proper,
and shall elect Il Treasurer, Secretary, and may
also elect such Assistant Ireasurers and Secre-
taries and such other officers, managers and
| committees as it may deem DrDTpP. who NAV or
may not be members of thu Board of Directors,
The Directors shall have power to define the
duties OF all managers, officers, committees,
aud employees and fix their CONDENSATION, and
may require bond OF them, and fix the amount
At all meetings of H. STOCKHOLDERS, every
stakeholder shall be entitled directly or by
written proxy to one vote for each share of the
capital stock, either preferred or cnmm"D)
held by him or her, provided, the person or
persons offering to vote such stock, shall have
owned and had the same registered i'll the
Stock Books of the Company III his or her name
twenty. (2), days prior to the day on which
such meeting is he'll.
Art. VII-Tn furtherance aud MOI. in Limitation
of the powers conferred by STATUTE, the Board
of Directors are expressly authorized -
Sec. 1-ro hold their meetings, and to keep
the books of the corporation within the State OF
Louisiana, at such places as may be, from time
to time, designated by them.
They shall keep at the dOmicile OF the corpo-
ration, a Stock Book containing the names and
addresses of the Stockholders, and the number
of shares held by them respectively. which
shall, at all times during business hours, he
open for the inspection of the registered Stock
holders in person.
Sec. - From time to time. to make, amend,
alter or repeal the bylaws of the corporation.
Sec. - The Board Of Directors are expressly
authorized, empowered and directed, from
time to time, to borrow such sum or SUMS of
money as, in their judgment. shall be- deemed
necessary and proper for the acquisition and
Improvement OF the property Or franchises OF
the corporation, and the construction and re-
pairing of it's irrigation, milling and other
plants, and the operation of the same, and for
the general corporate needs and purposes of the
Company, and for such purpose, may issue and
cause to be executed in the name and on behalf
of the Company, bonds, promissory notes, con-
tracts and other obligations payable on terms
and conditions as they may direct, and to Sc
cure the payment of the principal and Interest
on such bonds, notes, contracts or other obi
cations, may issue and cause to be executed,
mortgages, pledges and leins on any or all of
the real or personal property, rights, rightO-of
way, privileges and franchises, revenue and
incomes of the corporation; and the said Direc-
tors are further vested with power TO sell,
pledge or otherwise dispose of said bonds,
notes or other Obligations. on such terms as
they may deem proper.
They may, from time to tune, sell, assign,
transfer or otherwise dispose of such portion or
portions of the real or personal property OF the
corporation as, in their judgment, may be ex
pedient or proper, provided however, that the
Board Of Directors shall not sell the property
of the corporation III one parcel as an entirety,
without first obtaining the consent in writing
of the holders of IL majority of the entire Capt.
tai Stock of the Company. issued and then out
standing, or upon the affirmative vote of the
holders of a majority of the said .entire Capital
Stock OF the Company, issued and then out
standing, represented in person OF by written
proxy at a special meeting of the Stockholders
duly called and convened for that purpose no.
tice of which meeting shall be given as provi-
ded in Sec. 1. Article VIII. OF this Charter; but
upon the consent in writing so obtained or the
Affirmative vote of the Stockholders at q meet
ing 40 held, the Board of Directors may sell,
assign. transfer or otherwise dispose of the pro-
perty of the Company i'll one parcel as an en-
tirety.
Sec. 1.-The Board of Directors may, by a
majority vote OF the whole Board, designate
three or more of their number to constitute an
Executive Committee, which mint shall
have aud exercise such powers in the manage
ment of the business and affairs of the cerpOr-
alton as the Board of Directors may, from time
to time, confer upon such committee by a resoIu-
ton passed by the Board.
Sec. = A resolution in writing signed by all
the members of the Board of Directors or Ex
ecutive Committee, shall he deemed to be &C.
ton by such Board or Executive committee,
as the case may be, to the effect therein ex.
pressed, with the same force and;effect as il the
same had been duly passed by the same vote at
a duly convened meeting, and it shall be the
duty OF the Secretary OF the corporation to rec
ord such resolution in the Minute book of the
corporation under its proper date.
Sec. 6 The Board of Directors shall have
have power, from time to time, to fix and de-
termine and to vary the amount of working
capital of the corporation to determine in any
year whether any. and it any, what part of the
accumulated profits shall be declared in divi-
dends and paid to the Stockholders; to deter
mine the time or times for the declaration and
payment of such dividends; to direct and de.
termine the use and disposition of any surplus
or net profits over and above the Capital stock
PAID i'll. and in Its discretion, the Board of Di-