The herald., 1912-11-07
ARTICLE II.

hereby declared TO be a follows:
To construct. or otherwiS" acquire AMI
own. maintain and operate. for the cIrryih.
Of Passengers and freight mail and express,
matter. a line Of railway. with one or more
tracks. from point in the town Of ~. Elmo.
parish of Ascension. state of Louisiana. TO
Belle Helene Sugar Refinery in the same
parish: to extend the said line of railway
hy constructing branches or otherwise in any
direction beyond either Of said points. to
construct or otherwise acquire and own
maintain and operate such branch lines in
connection with said main line IL the board
of directors may deem cNpedirnt To acquire
by appropriation or otherwise all rights of
way or other land necessary for lis tracks
depotN. yards. roundhouSeS >ide-track>.
spurs. "tc.. ana IN connection with said
main line, whether extended or not 10 ag-
quire or construct all necessary spurs sid.
tracks, switches, turn outs, water tanks
coal sheds. yards. stations, round houses.
shops, warehouses, platforms elevators cane
hut>tS, oil tanks, ferries bridges, rolling
stock and all other adjunctS and appurjru-
anceS necessary. proper or convenient for
the operation of said main lin" or branch
lines ot railway and the traffic thereon.
either by steam. electric or other motive
power a the board Of directors may deem
eNpedieut: to lease or sell its line Of
railway in whole or in part. to other com
panieS To lease railways from other com
panicS or individuals in whole or in part :.
10 acquire and own the stocks, bonds amt
securities of other railway corporations: To
tpllNli ltl. OF blNtENl~t acquire anu own AMI
operate warehouses: 10 establish telegraph
and telephone lines and own operate sell
or lease the same; In establish electric
plants, generate electricity and distribute"
same for hire for lighting. heating and
power purposes: to construct or otherwise
acquire own, maintain and operate steam
ships, steamboats,, canal boats or barEcS and
ferry boats: 10 develop generally the agri-
cultural and manufacturing interests Of the
state of Louisiana and generally TO have
such incidental powers and privileges and
to do Sucn things as relate 10 the objects
and purposes herein set forth, as may be
necessary, useful or convenient for eifectin.
said objects and purposes
ARICLE Ill
The capital stock of this corporation is
hereby declared To be the sum Of one hun
dred thousand dollars $500, 100000 divided
into and represented by one thousand shares
Of the par value of one hundred dollars
each
This corporation shall have the right to
begin It's operations as a going concern at
once, fifty shares OF its capital stock having
been subscribed for. said stock shall be
paid for in cash or its equivalent and all
shares of stock shall be full paid and non
assessable. Transfers of stock shall not be-
binding upon said company unless recorded
upon its books. The business and affairs Of
this corporation shall be mana ged and con
Quoted by board Of three directors. The
first board Of directors shall consist Of
George W. Reese. Il. 4. Webb and +. T.
Brady. who shall hold office until the fourth
Monday in October. 1913, or until their sue
ceSsorS shall have been elected and quail
fed. The board of directors immediately
upon their election annually shall meet and
elect from their own number a president. a
vice-presdent. a secretary and n treasurer
The offices Of yice-president and secretary
or vicepreSidcnt and treasurer or secretary
and treasurer may be held by the same indi-
vidual. Until the fourth Monday OF Octo-
Der. 1913, or until their successors are duly
elected and qualified George W Reese shall
De president. Il. 4. Webb shall he vice-preS-
ident and f. l.. Brady shall be- secretary
and treasurer. ON the fourth Monday of
October. 1913, and annually thereafter an
election for directors and Immediately there
after an election for officers shall be held at
the office of the company after ten days no.
tice of such meeting shall have been given
in writing to each stakeholder OF the time
and place of holding said annual election
which may be served by transmitting same
to said stockholders through the mails, adj
dressed respectively to their last known
place of residence or business.
The voting shall be by ballot and each
stakeholder shall be entitled to cast one
vote for each share owned by him. which
shall be standing In his name on the books
of the company for at least ten days prior Ia
the date of said election. Failure from any
cause whatsoever to hold said election OF
meeting, or TO elect directors or officers
shall not dissolve the corporation. but the
directors and officers then in office shall
| hold over until their successors shall hav,
| been elected and qualified. In case any di
rector or officer should die or resign before
| the end of his term Of Office, the vacancy
may he filled by the remaining directors by
| the election of a stakeholder in his place
who shall act until his successor shall have
been elected at the next ensuing annual cleo
| ton.
ARTICLE ".
Two members Of the board Of director:
shall constitute q quorum for the transac
| tiOn OF all business OF the company and a
a m no shal
Said board Of directors shall have power e
appoint one or more managers 10 whom they
may delegate the conduct OF the ordinary
business and affairs Of the company. under
the supervision of said board. Said board
Of directors shall have power TO appoint al
agents, clerks and employees and Xix their
salaries and compensation, or may delegate
| said authority TO the manager or managers
| They shall have power to make, change, al
ter or modify all proper bylaws, rules and
regulations for carrying this charter into
| effect and for managing the affairs Of the
corporation.
Except as to the increase or decrease OF
the capital stock, this act Of incOrpOra tiOn
may be changed, modified or altered or the
said corporation may be dissolved at a meet.
ing Of the stockholders called specially for
that purpose after ten days notice OF the
time and place Of holding such meeting shall
have been directed to each stakeholder In
| the manner prescribed by Article " Of this
act.
ARTICLE vi.
No action Of stockholders at any meeting
| shall be valid or binding unless stockhold-
ers holding or representing a majority OF
the capital stock shall be present or repre-
scented by written proxy and It shall re-
quire vote OF at least twO-thirds OF the
stock so present or represented to amend
the charter or dissolve the corporation. As
to any other action by the stockholders
meeting a majority vote Of the stock present
and represented shall control.
ARTICLE VII.
Upon the termination Of this charter by
limitation, or upon the dissolution Of the
corporation as herein provided for, its bust.
ness and affairs shall be liquldated by three
commissioners selected from among the
stockholders at general meeting called for
! that purpose, after the notice required by
Article " Of this act. In case OF the death
OF any liquidating commissioner during the
term Of his duties as such, the remaining
commissioners shall elect a successor from
among the stockholders
ARTICLE Will
The president OF this corporation is here
by designated as the officer upon whom ser.
vice OF citation or other legal process shall
be made; In the absence of the president
said service shall be made upon the vice
president and In the absence OF both officers
upon the secretary.
ARTICLE TX.
No stakeholder shall he liable or In any
manner responsible for the contracts OF
faults Of this corporation beyond any un
paid balance that NAV be due on the shares
OF stock owned by him nor shall any mere