The Opelousas courier., 1905-05-27

| i've certificates of stock at the time the same are
issued; and tho 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 the date date IN diS sneh ssrd and tbe s Wnss Six x
per cent, (6 oJo) cumulative dividends to ne
paid on the preferred stock, shall begin accru,
ing and be cumulative only from ana AFTER Tie
date so fixed.
Sec. 5-In case of dissolution of the corpora
ton, by mutual consent or otherwise, Inc assets
shall be distributed and applied as follows -
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, they
shall be applied i'll 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. II 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
p~Oration shall be vested in a Board OF Directors
composed of seven GO, 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.. f. Littell,
Treasurer; John A. Haas. Assistant-Treasurer;
j. G. LAWYER. Secretary; VIM. NJ. Prescott, X.
Mornhinveg.
Art. VI-Sec. l. On the first Tuesday after
the first Monday i'll April, A. d. 1906. and an
nualy 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 may
be brought before such meeting, shall be held
at the Office of said corporation, of which ten
(lO) days prior notice shall be given each stock
holder of record. sent nrADall by limited States
mail to his postofiee address as appearing in
the Stock books of the Company, and a copy of
such notice shall be published in d newspaper
published i'll the Town of OpelOusas, Louisiana,
ten QO), days prior to the day of holding such
meeting, and the persons receiving u majority
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
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.
A majOrity of the stock, issued and Outstand-
ing, represented 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 final and con-
elusive.
Sec. 2-Should there not he "A quorum present
on the day liked 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 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 freasurers 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 CONDENSATION, and
may require bond 6 them, and fix the amount
thereof.
At all meetings of the stockholders. every
stockholder shall be entitled directly or by
written proxy to one vote for each share of the
capital stock, teithef preferred or common,
held by him or her. provided, the person or
persons Offering to vote such stock, shall have
owned and had the SAINT registered in the
Stock Books of the Company III his or her name
twenty, {20). days prior to the day on which
such meeting is held.
Art. VIT-Inf urtherance and not in limitation
of the powers conferred By statute, the Board
OF Directors are expressly authorized -
sec. ITO mold 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.
They shall keep at the domicile of the corpo.
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, he
open for the inspection of the registered Stock
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
empowered and directed. from |
time to time, to borrow such sum or sums of
1R- in their ind Unaanf aha11 no G ~ n n |
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
,f the Company, bonds. promissory notes, con
tracts and other obligations payable Oh terms |
and conditions as they MAJ direct, and to ss. |
,ure the payment of the principal and Interest
IN such bonds, notes, contracts or other obli-
may issue and cause to be executed,
mortgages, pledges and leins on any or all of
he real or personal property, rights, righto-of
way. privileges and franchises, revenues and
OF the corporation; and the said Direc.
ors are further vested with power to sell.
pledge Or otherwise dispose of said bonds,
totes or other obligations, on such terms az
hey may deem proper.
They may, from time to time, sell, assign.
or otherwise dispose of such portion or
PORTIONS of the real or personal property of the
corporation as: IN their Judgment, may be ex
,edient or proper, provided however, that the
soard of Directors shall not sell the prOperty
4 the corporation IN one parcel as an entirety.
1itho9t first obtaining the consent in writing
L the holders of a majority of the entire Capi.
al Stock Of the Company, issued and then ont
tanding, or upon the affirmative vote of the
Iolders OF a majority OF the saidf entire CAPITAL
LOCK OF the Company. issued and then out
tanding, represented in person or by written
al a special meeting of the Stockholders
uly called and convened for that purpose no.
ice OF which meeting shall be given as provi-
ed in Sec. 1. Article VIII. of this Charter: but
pom the consent in writing so obtained or the
vote Of the Stockholders at a meet
lg so held. the Board OF Directors may sell,
ssiSn. transfer or otherwise dispose of the pro-
ertLy OF the Company in one parcel as an ell
rety.
Sec. 4 - The Board of Directors NAV. nv a
vote OF the whole Board, designate
lree or more of their number to constitute an
Committee, which committee shall
ave and exercise such powers in the manage
lent OF the business and affairs of the corpOr.
ton as the Board of Directors may, from time i,
time, confer upon such committee by a resolll- F.:
on passed b. the Board.
Sec. 5 - A resolution in writing signed by all
le members of the Board of Directors or Ex
,utive Committee, shall he deemed to be ac-
on by such Board or Executive COMMITTEES. l
the case may be. to the effect therein ex,
'esse bsd MIN hsan .a d, same q, Ioree andlefect as it the
duly convened meeting, and it shalt be the !
1ty OF the Secretary OF the corporation to rec
ID such resolution in the Minute book of the !
under its proper date.
Sec. 6 The Board of Directors shall have 7
ave power, from time to time, to fix and de- 4
rmine ana to vary the amount of working
Lpital of the corporation to determine in any i
,ar whether any. and If any, what part of the i
profits shall be declared in diyi- \
mus and paid to the stockholders; to deter
inc the time or times for the declaration and 7
OF such dividends; to direct and de- :
rhine the use and disposition OF any surplus r
net profiIs over and above the Capital stock '
I'D in. and in Its discretion, the Board of Di- '