The Opelousas courier., 1905-05-20

CrIttIlCdlSS VI clcth ~ tRC LII
issued and 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 it
shall begin drawing dividends, and the said Six
per cent, &c 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. 5-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
the accrued and unpaid dividends thereon. if
any, before any sum shall be paid to or set
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 common stock, and after the payment or
both the preferred and common stock as herein
mentioned, the remaining assets. II any, shall
be divided pro rata among the holders or the
and common stock as their respective
holdings bear to such eurplus assets.
Art. Vail the corporate powers OF this cor
shall be vested in a Board OF Directors
composed OF seven ~. Stockholders, and until
the election is held on the FIRST Tuesday after
the first Monday in April 1906, under this Char
ter, as hereinafter provided, the following nam.
ed persons shall constitute the first Board OF
Directors and the officers respectively, OF this
corporation: Leon Wolff PRESIDENT; Rufus G.
Webb, First Vice-President; l.. ID. Littel.
1 EtsSuIt1y Jolll a.. iiGS ftoSiSidhp Il
J. G. Lawler, Secretary; VIM. M. Prescott. r.
MOrnhinveg.
Art. VI-Sec. 1. On the first Tuesday after
the first Monday i'll April, A. ID. 1906, and an
nualiy thereafter, an election for directors
possessing the qualifications required by law
and by this charter. and for the transaction OF
such other business of the corporation as NAV
be brought before such meeting, shall be held
at the office of said corporation, or which ten
u0) days prior notice shall be given each stock
holder of record, sent prepaid by United states
mail to his postOtlice address, dis appearing IN
the Stock books OF the Company. and a copy of
such notice shall I've published i'll a newspaper
published i'll The Town OF OpelOusaS, louisiana,
ten QO, days prior to the day OF holding such
meeting, and the persons receiving a majority
of the Votes east at said election shall he 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 t3). commissioners to
be named by the Board of Directors.
Upon failure to elect Directors at the meeting
or meetings rs 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.
A majority of the stock, issued and outstand-
ing, represented at such meeting either in per-
son or by written fproxy, shall constitute Il
quorum for the election of the Directors and
the transaction of all other business of the cor
pOratiOn, and all questions decided by a major
ity vote OF such quorum, shall he tinal and con
elusive.
Sec. 2-ShOuld there BOT be II quorum present
on the day fixed for such meeting. tile stock
holders present may adjourn such meeting
from day to day, without notice, until a quo
rum be obtained.
Sec. g. The Board of Directors al its first
meeting after its election, shall elect from their
own number a President and a First Vice-Pres-
ident, and may elect as many more Nice-Presi-
dents from its members, as it may deem proper;
and shall eject Il Treasurer, Secretary, and may
also elect such Assistant Treasurers and Secre-
faPips and Snph other ntftaarS manayaps on1
as it may deem proper, who may OR
may not be members of tn. Board of Directors.
The Directors shall have power to define the
duties OF all managers, officers, committees,
and employees and H&k their conversation, and
may require bond oPthein, and fix the amount
thereof.
AT all meetings of the Stockholders, every
stakeholder shall be entitled directly or by
written proxy to one vote for each share of the
stock, telther preferred or common,
held by him or her, provided. the person or
persons Offering to vote snch stock, shall have
owned and had the same registered in the
Stock Books of the Company III his or her name
twenty. t20), days prior to the day ON which
such meeting is held.
Art. Win furtherauce and not in limitation
of the powers conferred by statute, the Board
or Directors are expressly authorized -
Sec. Ito hold their meetings, and to keep
the books of the corporation within the State OF
at such places as may be, from time
to time, designated by them.
Iu6J SDdil Keep db Tile uOlQIClic OF the cOfDD-
ration, a Stock Book containing the names and
of the stockholders. and the number
of shares held by them respectively, which
shall, at all times during business hours. be
open FOR the inspection OF the registered Stock
in person.
Sec. - From time to time, to make, amend,
alter or repeal the bylaws of the corporation.
Sec. 8 = 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
and proper for the acquisition and
Improvement of the property or franchises of
the corporation, and the construction and re-
pairing of its irrigation, milling and other
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.
the payment OF the principal and Interest
on such bonds. notes, contracts or other Obli-
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, revenues and
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 time, sell, assign. |
transfer or otherwise dispose of such portion or
portions OF the real OF personal property of the
Iva, AL Jus utChb, may 10 OK |
pedient or proper, provided however, that the |
Board OF Directors shall not sell the property |
II the corporation IN one parcel as All entirety, |
without first obtaining the consent in writing |
If the holders of a majority of the entire Capi-
al Stock of the Company. issued and then out
standing, or upon the affirmative vote of the
of a majority of the said sentire Capital
STOCK or the Company, issued and then out
standing, represented in person or by written
roxy at a special meeting of the Stockholders
July called and convened for that purpose no.
ire of which mpptlnC shall ha uiynr ar nrox; |
led in Sec. L. Article VIII. of this Charter; but
lp0n the consent i'll writing SO obtained or the
lfnrmative vote of the Stockholders at a meet
ng so held, the Board of Directors may sell.
transfer or otherwise dispose of the pro-
,erty OF the Company in one parcel as an en-
irety.
Sec. 4 -The Board of Directors NAV. by a
vote of the whole Board, designate
hree or mere of their number to constitute an
Committee, which committee shall
ave and exercise such powers in the manage
nent of the business and affairs of the corpor.
,tion as the Board Of Directors may, from time
Q time, confer upon such committee by q resolu-
ion passed by the Board.
Sec. S - A resolution in writing signed by all
he members of the Board OF Directors or Fy
cutive Committee, shall be deemed to be ac-
ion by such Board or Executive committee.
s the case may be, to the effect therein *
ressed, with the same force and,effect as il the
anne had been duly passed by the same vote at
duly convened meeting, and it shall be the
uty OF the Secretary of the corporation to rec
I'd such resolution in the Minute book of the
orporation under its proper date.
Sec. g. The Board of Directors shall have
ave power, from time to time, to fix and de-
and to vary the amount of working
apital of the corporation to determine in any
ear whether any, and it any, what part OF the
profits shall be declared in divi-
ends and paid to the Stockholders; to deter
line the time or times for the declaration and
of such dividends; to direct and de-
the use and disposition of any surplus
T net profits over and above the Capital stock
aid in. and in Its discretion, the Board of Di-