The Opelousas courier., 1905-06-10

i've certificates of stock at the time the same are
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
tion, to fix the date i'll such certificates when IL
shall begin drawing dividends, and the SAID SIX
per cent, Is oIo) cumulative dividends to ne
paid on the preferred stock, shall begin accru-
ing and be cumulative only from and after the
date so fixed.
Sec. Gin case of dissolution of tho corpora
ton, by mutual consent or otherwise the assets
shall be distributed and applied as follows =
The holders of the preferred stock snail pc
paid the par value of their shares in full, with
the accrued and unpaid dividends thereon, II
any, before any sum shall be paid TO or set
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 i'll the payment and redemption
of the common stock, and after the payment OF
both the preferred and common stock rs herein
mentioned, the remaining assets. IL any, shali
be divided pro rata among the holders or the
preferred and common stock as their respective
holdings bear to such surplus assets.
Art. V-An the corporate powers of this cor
~poration 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 q.
Webb, First Vice-President; l.. ID. Littell,
treasurer; JOHn a. f1aaS, ASsistdht- taSuiCi
J. g. LAWYER. Secretary; VIM. M. Prescott. r.
MOrnhinveg.
Art. VI-Sec. /. On the first Tuesday after
the first Monday in April, A. d.. 1906, and an
nual'y thereafter, an election Ior aif Zee G rs
and by this charter. aud 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, of which ten
Q0) days prior notice shall be given each stock
holder OF record, sent prepaid by United States
mail to his postotlice address as appearing in
athe Stock books ofthe Company, and a copy Of
such notice shall be published in a newspaper
published in The Town of Opelousas, Louisiana,
ten t1O, days prior to the day OF holding such
meeting, and the persons receiving IL majority
of the votes cast at said election shall be deem
ed duly elected and shall remain in office until
their successors are elected and installed. All
elections shall be 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 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.
Amajority of the stock. issued and outstand-
ing, represented Ii at such meeting either in per-
son or by written iprOXy, shall constitute a
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 be tina! and con-
elusive.
Sec. 2-ShOuld there not be "a quorum present
on the day fixed for such meeting, the stock
holders present may adjourn such meeting
from day to day. without notice, until a quo
rum be obtained.
Sec. 3-The Board of Directors at 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 Vice-Presi-
dents from its members, as it may deem proper;
and shall elect a Treasurer, Secretary, and may
also elect such Assistant Creasurers and Secre-
taries and such other officers, managers and
committees as it may deem proper, who may or
may not be members of the Board of Directors.
The Directors shall have power to define the
duties OF all managers, officers, committees,
and employees and fix their COMPENSATION, and
may require bond of them, and fix the amount
thereof.
stoekholder shall he"entitled directly or by
written proxy to one vote for each share of the
capital stock, (either preferred or co1nnon),
held by him or her, provided, the person or
persons offering to vote such stock, shall have
owned and had the same registered in the
Stock Books OF the Company IN his or her name
twenty. 900. days prior to the day on which
such meeting is held.
Art. VII-Inf urtherance and not in Limitation
of the powers conferred by statute, the Board
of Directors are expressly authorized =
Sec. Ito 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, be
open for the inspection of the registered Stock
holders in person.
Sec. 2 = From lime to time. to make, amend,
alter or repeal the bylaws of the corporation.
Sec. 3 -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 its 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 obli-
cations, mayissue and cause to be executed,
mortgages, pledges and leins on any or all of
the real or personal property, rights, righto-of
incomes OF the cOrpofa alton; 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 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 IN one parcel as an entirety,
without first obtaining the consent in writing
of the holders of a 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 sentire Capital
Stock of the Company, issued and then out
standing, represented in person or 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. /. ArticlefVIII. of this Charter but
upon the consent in writing SO obtained or the
affirmative vote of the Stockholders at a meet
ing SO held, the Board of Directors may sell,
assign, transfer or otherwise dispose of the pro-
tiretSy. : : p'' = az 10 an Gu
Sec. The Board of Directors may, by a
majority vote of the whole Board, designate
three or more of their number to constitute an |
Committee, which committee shall
have and exercise such powers in the manage
ment of the business and affairs of the corpor.
alton as the Board of Directors may, from time
to time, confer upon such committee by a resolu-
ton passed by the Board.
Sec. So resolution in writing signed by all
the members OF the Board OF Directors or Elk
Committee, shall be deemed to be ac-
ton by such Board or Executive committee,
as the case may be. to the effect therein ex-f
pressed, with the same force andieffect as il the
same had been duly passed by the same vote at
q duly convened meeting, and it shall be the
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 |
OF the corporation to determine in any
year whether any, and 1T any, what part OF the
accumulated profits shall be declared in divi-
dends and paid to the Stockholders; to deter
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 in. and In Its discretion, the Board Of Di-
rectora may use and apply any such surplus or |