The herald., 1911-08-10

Each stakeholder shall be entitled to one
vote for each share of stock standing In
his name on the books OF the corporation,
TO be cast in person or by proxy, ana Ihe
ma jOrity OF the votes cast shall elect. Inc
Board Of Directors shall have the power to
fill all vacancies that may occur on the
board.
above specified shall not dissolve the cor
poratiOn, but the directors then in office
shall remain in office until their successors
are elected. Due notice of another election
shall be given as above provided, and such
notices of election shall continue to be given
until the election is held.
4 majority of the directors shall consti-
business At its first meeting following
each annual election, the Board OF Dircc-
tors shall elect a President, Vice President,
Il Secretary and such other Of
fcerS as II shall deem necessary.
The Board of Directors shall have power
in its discretion, to unite two or more of
fees, and TO confer the same upon one per
son.
The Board Of Directors may make and
establish. as well as alter and amend any
and all bylaws, rules and regulations neces-
sary and proper for the support and man
agcmcnt Of the business and affairs of the
corporation, not Inconsistent with its char
ter.
The Board of Directors shall also have
full power and authority to borrow money
through the resident or some other duly
authorized agent or agents; to execute
mortgages. issue notes. bonds or other ODli-
cations issue commercial reports and com
mercial ratings and, generally. to do things
reasonable and necessary for the proper
CARRYING on of the business Of the corpora
ton, and also to issue and deliver full paid
shares Of stock, or bonds, or obligations OF
said corporation in payment of labor, or
money borrowed, or property. or rights act
ually received by the corporation.
ANY member of the Board of directors
who may he absent from the domicile of
mi
by sickness from attending, may give a writ
ten proxy to any other member of said
Board of Directors to represent him in all
matters at any meeting of the Board Of
Directors, whether general or special.
ARTICLE VI
Whenever this corporation may he dis
solved, either 10y limitation or by any other
cause whatever, its affairs shall be liquidat-
ed by three commissioners, 10 he appointed
at Il general meeting Of the Stockholders
for the purpose of liquidating. as hcrenafte
provided, each share being entitled to one
vote in person or by proxy.
said commissioners shall remain in Of
flee until the affairs of said corporation
shall have been fully settled and liquidatcd,
and shall have full authority and power
to transfer and give title to all the assets
and property of the corporation.
In case of the death, disability or rcsig-
nation Of one or more of said commission
orS. the vacancy shall be filled by election
10y the surviving commissioners or commits
Sioncr.
The stockholders are especially empow-
cred by a three-IOurthS vote of the entire
stock, east at meeting called for that
purpose. to sell the entire assets of this
corporation, either for cash or for stocks
in some other corporation.
Before any stakeholder shall dispose of
his stock TO any one not stakeholder in
this corporation, he shall Offer same To the
Board of Directors Of this corporation,
which is authorized to purchase the stock
for the corporation. provided the stock shall
be purchased within ten days from date of
offer. and the sale shall he effected at the
hook value Of the stock.
ARTICLE VII
This act of Incorporation may he mOdi-
fled. changed or altered. or said corporation
may be- dissolved. with the assent of three
fOurthS Of the capital stock represented at
a general meeting Of the stockholders con
Yened for such purpose, after previous no
tiCe shall have been given in one or more
daily newspapers published in this city.
three times within ten DAYS next preceding
such meeting. and after ten days notice
sent by mail to his last designated address
shall have been given to each person who
appears rs a stakeholder on the books of
the corporation.
made. in reference to the capital stock of
this corporation. shall he made in accord.
ance with the laws of the State Of L5risi.
ana on the subject land the said capital
stock may he increased or diminished upon
compliance Herewith upon an affirmat tive
vote of twO-thirds OIL the stock of the cor.
pOratiOn.