St. Tammany farmer. [volume] (Covington, La.) 1874-current, 1911-04-22

option Oh the SalQ OOarO OF IlreCt0 3,
but in cases of a majority of the
number of the said board OF tirce-
tors shall constitute quorum tha' E.
of. Said board of directors shall be
elected at an election on the LIST
Monday in April, of each year, and
shall Immediately after the election
elect from among their number, a
president, a vice president and a
treasurer, each of whom shall be
a stakeholder. They shall also elect
a secretary, who may or may not
be a stakeholder. Each stockholder
shall be entitled in person or by proxy
to one vote for every share of stock
owned by him or her. All elections
shall be by ballot and held at the
Office of the said corporation under
the superintendent of two commits
sioners to be appointed for that pur-
pose by the board TO directors. A
majority of the votes cast shall elect
said board of directors who with
the officers thereof shall continue in
Office for one year and until their
successors shall have been elected
and qualified. Notice of an election
of board of directors shall be given
by publication in some newspaper
at the domicile of the said corpora
ton for a period of at least ten days
previous to said election, and by
written notice mailed to the last
known address of each stakeholder
at least ten days previous to date OF
said election. The first election OF
the board of directors under the
charter shall take place on the list
Monday of April, 1912, until which
time, or until their successors have
been elected and qualified, the fol-
lowing persons shall constitute the
first board of directors, namely, DR..
A. H. Grimmer, president; H. r.
Warren, DR.. B. B. Warren, P. j.
Lacroix, E. G. Del Corral, Thomas
Lacroix, A. r. Smith, Lawrence Cole
and S. D. Bulloch, of which A. H.
Grimmer is president; Lawrence
Cole, vice president; E. G. Del Cor
raj, secretary, and A. r. Smith,
treasurer. The failure from any
cause to elect directors on the day
stipulated shall not dissolve this cor
poration, but the officers and direc-
tors then in Office shall hold over
until their successors shall have been
elected and qualified. In the event
of failure to hold the election on
the day stipulated shall not dissolve
this corporation, but another cleo
ton shall be called Immediately
thereafter as hereinabove stipulated.
Any directors shall have the right
to vote on all questions before the
board, either in person or by proxy,
and when by proxy, the person mold
ing same to be counted in place OF
absent directors. The board OF d.
rectors shall have the power to fill
any and all vacancies occurring in its
from among the STOCK
holders of the corporation. They
shall have full control of the prop
erty and manageme of this cor
poration and shall conduct and man
age it's business. They shall appoint
such officers, agents, managers, en-
ployees, servants and clerks as may
be necessary for conducting the busi-
ness affairs of the corporation; shall
fix their compensation and shall have
the right to dismiss them at pleas
ure, and may make and establish,
as well as alter and amend, any and
all bylaws, rules and regulations for
the conduct, support and manage
ment of the bushes and affairs OF
the corporation. Said board of di-
rectors shall have full power to con-
tract debts, borrow money, issue
notes, bills of exchange, bonds and
other obligations; execute and grant
mortgages, and to receive same, ana
to generally do all things necessary
for the conduct of the business. And
shall have full power to issue and
deliver full paid shares of stock for
cash or property received, services
performed or labor done. All certi-
ficates of stock of this corporation,
after being duly ordered issued by
the board of directors, shall bear
the seal of the corporation and be
signed by the president and the Sec
rotary, In the absence of the presi-
dent, then signed by the vice presi-
dent.
This charter or act of incorpora-
ton may be changed, modified or
amended, of this corporation may be
dissolved, at general meeting OF
stockholders held for that purpose,
with the consent of three-fourths OF
the capital stock present or repre-
sented at such general meeting as
hereinabove provided in article five.
In case of the dissolution OF this
corporation, either by limitation OF
it's charter or for any cause, its at
fairs shall be lquidated by three
missioners selected by the stock
holders at q general meeting as
above set forth. The commissioners
shall remain in Office until the az
fairs of the corporation shall have
been fully liquidated. In case OF
the death of incapacity to act OF any
one or more of the hquidators, the
survivors or survivor shall continue
to act. Said liquidators are hereby
invested with full power to sell any
and all assets and property, botf
real and personal, of the corpora
ton. and give and grant full ant
| complete title thereto, and shall have
full power and authority to do ant
perform all acts necessary, usefu
and proper to fully wind up ant
liouidate its affairs and distribute
Its proceeds, if any, among the stock
holders.
ARTICLE VII.
| No stakeholder shall ever be hell
! liable or responsi BILE for the con
tracts, faults or debts of said cor
poration, nor shall any mere infor
] mality render this charter void o
expose any stakeholder liable for an
debts beyond the unpaid balance,
i any, due said corporation on share
owned by him or her.
This done and passed in my office
in the town of Covington, in tn
parish of St. Tammany, State G
Louisiana, on the day and date an
month above written in the presenc
I of G. Boudousquie and Louis .