The Opelousas courier., 1905-05-13

until on and after the date axed in the respect
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
ton, to fix the date in such certificates when 1t
shall begin drawing dividends, and the said Six
per cent, t6 OIo) cumulative dividends to be
paid on the preferred stock, shall begin accru-
ing and he 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 sha res in full, with
the accrued and unpaid dividends thereon. if
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
shall be applied in the payment and redemption
of the common stock, and after the payment of
both the preferred and common stock as herein
mentioned, the remaining assets. il any, shall
be divided pro rata among the holders of the
preferred and common stock as their respective
holdings bear to such surplus assets.
Art. Vail the corporate powers of this cor
| poration shall be vested i'll a Board of Directors
composed of seven (); Stockholders, and until
the election is held 2n the FIRST Tuesday after
the first Monday ihApril 1906, under this Char
! ed persons shall constitute the first Board of
Directors and the officers respectively. of this
CORPORATION . Leon WOIH ff6SileHt IsuIuS W..
Webb. First Vice President. L. !. Littell,
Treasurer; John A. Haas. Assistant,Treasurer;
J G. LAWYER. Secretary; WnsAM. Prescott, r.
MOrnhinveg.
| Art. VI-Sec. l. On the first ~ruesday after
| the first Monday in April, A. 81 1906. and an
nualiy thereafter, an election Hfor directors
| possessing the qualifications required by law
and ~ this charter, and for III #ransacti0n or
be brought before such mestI3g, shall be held
at the office of said corps Stinn, OF which ~
Il my Il - 3arinp nnfian EhaiWhQ pIVan alrh Sf0W%E-
holder of record, sent pref&idb by United statvs
mail to his postoffice addraA IS as appearing in
the Stock books OF the Com Apny, and a o OF
| such notice shall be publisa I'D in II newspaper
published in the Town OF OI#iousas, Louisiana,
ten Qo), days prior to the da& of holding such
meeting, and the persons recs\ging amnaiority
of the votes cast at said election shall he 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
be named by the Board OF Directors.
Upon failure to elect Directors at the meeting
or meetings as above specified, it shall not dis
management, and the Directors then in office,
shall 80 remain in office until their successors
shall have been duly elected and installed.
Amajority of the stock, issued and outstand-
ing, represented at such meeting either in per-
son or by written sproxy, 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
u wv u GUM luOiu Ai tohHiA Nv UNION Il WIZ
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. a. The Board of Directors at it's first
meeting after its election, shall elect from their
W number O 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
o1aN 6lQaf el1ah a aaiafQnt FpnaaAIraraa and Saarn-
tarles and such other officers, managers and
committees as IL may deem proper, who may or
may not be members of the Board of Directors.
The Directors shall have power to define the
and employees and fix their CONDENSATION and
nag require bond of them and fix the amount
thereof. Y
At all meetings of the stockholders, every
stakeholder shall be entitled directly or by
written proxy to one vote for each share of the
capital stock, either preferred or common),
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. e20). 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
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
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 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
mnnnu Qa in THAR ind rnnnt cho1 HI 3on I'M od
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
of the Company. bonds, promissory notes, con-
tracts and other obligations payable ON terms
and conditions as they may direct, and to &c.
cure 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 feins on any or all of
way, privileges and franchises. revenues and
income 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 or personal property OF the
wv 6c, AZ ~ yohSh lOhb, IAhJ bC CAEt
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
or upon the affirmative vote of the
holders OF a majority of the said lentire Capital
Stock OF the Company, issued and then out
represented in person or by written
at q special meeting of the Stockholders |
duly called and convened for that purpose mol
tice of which meeting shall be given as proVi-
ded in Sec. L. Article WIZ 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-
perty OF the Company in one parcel as an en-
tirety.
Sec. 4 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
OF the business and affairs of the corpor-
as the Board of Directors may, from time
to time, confer upon such committee by a resolu-
lion passed by the Board.
Sec. 5 = A resolution in writing signed Nv all
The members OF the Board of Directors or Ex-
Committee, shall be deemed to be &C.
lion BY such Board or Executive committee,
% the case may be, to the effect therein Ok
same had been duly passed by the same vote at
duly convened meeting, and it shall be the
1uty of the Secretary of the corporation to rec
ord such resolution In the Minute book of the
corporation under its proper date.
Sec. 1.-THE Board of Directors shall have
nave power, from time to time, to fix and de-
and to vary the amount Of working
capital OF the corporation to determine in any
accumulated profits shall be declared i'm divi
and paid to the stockholders; to deter
nine the time or times for the declaration and
of such dividends; to direct and de.
fha efaa and dtaynnstfinn NJ a,0 r,rn1.