The St. Mary banner. (Franklin, Parish of St. Mary, La.) 1889-1931, 1912-07-27

! (35OO) shares of the par value of One Hundred
| Dollars $l00. 00J each. The said three thou,
| sand i've hundred $4,000 shares or preferred
stock shall be non voting and ent tiled to re-
| ceive dividends at the rate or SIX per cent thj
per annum, from date of issuance. out OF the
| earnings OF said corporation, before any diVld
ends shall be paid upon the said common stock
| and snch dividends shall be cumulative SO
that any deficiency in the dividends to be
| paid on such preferred stock in any year, shall
| be made good out of the earnings OF subsequent
years before any dividend shall be paid upon
the said common stock. And in case the earn
| ings or the corporation shall permit ovid
ends in excess of said six per cent, SO TO DE
pad, the said excess earnings, wholly or IN
part, as the Board of Directors may deem ad-
visable, shall be paid to the common stock
holders. And on the final liquidation ana DIS
shall be paid to the holders Of such preferred
stock, and the shares of the preferred stock
shall be paid in full before any payment shall
be made to the holders OF the common stock
| face value of such preferred stock shall have
been paid, the holders thereof shall receive no
| other or additional payments whatever.
This corporations may redeem the whole or
any part of the issue of its preferred stock at
any time after three years from date OF lssu
ance, ut lO5 and all accumulated dividends by
giving ninety 80 days notice, such redemption
to be made the Board of Directors may deem
advisable.
Said preferred and common stock shall be
issued full paid and worcestershire; said pre-
ferred st ock for cash only, said common stock,
however, may be issued in payment FOR prop >
erty, or rights, leases and options actually re-
ceived by, or for services actually rendered to
this corporation.
All transfer of stock shall be inscribed on
the books of this corporation, but no stock
holder shall sell or dis pose of his stock before
having first offered it, in writing to the Com
pany at its book value.
This corporation shall commence business
as soon as Three Hundred Thousand Dollars
$500, 900 00) of its common stock shall have
been subscribed; said amount of stock having
been subscribed by the undersi gned, for the
respective shares set opposite their names,
this Company shall Immediately go into opera
ton.
ARTICLE ".
All corporate powers of this corporation
shall be vested in and exercised by Board of
Directors, composed of not less than three 81
nor more than five 81 stockholders majority
OF whom shall constitute quorum for trans
action of all business.
Through said Board of Directors this cor
porstion shall have power and authority to
contract, sue and be sued, in its corporate
name: to make and use corporate seal and to
change or alter same at pleasure, to hold and
receive, have purchase, improve, ALLEVIATE.
convey, seli, borrow, pledge, mortgage and
hypothesate, under its said corporate name,
property, real, personal and mixed; to issue
bonds ana notes, or other evidences of in
debtedness; to name and appoint such Off
GERS, directors, agents and managers, or EN-
ployees, the interest or convenience of
sald corporation may require, to make and
establish bylaws rules and regulations for
the proper management and regulation of its
affairs. as may be necessary and proper to
carry out the objects and purposes of said
corporation.
ARTICLEv.
The first Board Of Directors shall consist
Of Messrs. William F. Williams. Horace L.
Morton, Louis Teissier, Warren d. Williams
and William j. FOrmentO, with William Z
williams, as President, William j. Formento,
n Al liant md
Secretary Treasurer, all Of whom shall hold
office AS such until the Second Tuesday in
March, 1915, or, until their successors shall
have been duly elected and qualified
The President shall act in the capacity of
President and General Manager
On the Second Tuesday of March, 1915 I'M
less said day be Dies Non. then in such
case, Oh the first succeeding judicial day and
annually thereafter, an election for directors
shall be held at the General Offices of the
under the supervision Of two (2) |
commissioners to be appointed by the stock
holders; the directors so elected shall i'm |
medately take their seats and hold office |
until their successors shall have been duly |
elected and qualified. All vacancies in said |
board OF Directors shall be filled by the re
manning Directors.
Notice Of election shall be given by the
to each stakeholder ten
lays previous to election, by written uotice
mailed to his last known address, and by
publication ir one of the local newspapers.
.hree times in ten days.
All corporate elections shall be by ballot,
md q majority of the stock present or re-. |
presented, shall elect, and each share Of stock
hall be entitled to one vote either in per-
ION or by proxy, at any meeting CT the stock
holders
ARTICLE vi.
Whenever this corporation is dissolved.
ither by limitation of its Charter, or for any
ther cause. its affairs shall be liqudated by
hree (S) commissioners, to be elected from
mong the stockholders, convened for that
purpose. after thirty days prior written notice
: such meeting shall have been given each
ast known address. and by publication in one
I the local newspapers, three times in ten days
aid commissioners shall remain in office until
ne affairs of the corporation shall have been
guidated. In case of death of either, or two
said commissioners, the survivor or survi.
ors Shall continue to act.
ARTICLE VII.
The act of Incorporation may be modified =
altered, Or this Corporation may be dis
lived. with the assent of three. fourths
~ OF the whole capital stock, present or re.
ockholders, convened for that purpose, after 9
lirty days prior written notice of such meet. :
3 has been given each stakeholder by the l !
'carentary, mailed to his last known address,
ID by publication in one of the local news. b
'p''' A'e ''"e AR STrIt{hs '3 W11YY. days
No stakeholder Of this Corporation shall a
erbe held liable or responsible for the con. =
acts, or faults thereof. in any further sum II
An the unpaid balance due to the Corpora s.
On ON the shares owned by him nor shall
y mere informality in organization have the a
ect OF rendering this Charter null or of ex- Il
sing a stockholder to any liability beyond "
g unpaid amount of his stock "
Thus done and passed lin my Notarial Office !,
the City of New Orleans, in the presence of q
'ssSrs. Fernand F. Teissier and Archibald
wagner, competent witnesses of lawful AGE b
d residents of this city, who have hereuntO fe
oscrIoed their names. together with the o
"a apPearers and me, Notary, after due read "
of the whole. /"
Original signedD ~
f. Williams, Two thousand nine hunJ "
and ninety three shares
:. w. Ftzwlliam Two sharos sc
: rbA"liham, trustee, Two shares. ! D.
Y " -. Ai0rt0n. Two shares u
"i tU ~ Wiiiiams, One share m
theses:
+. F. Teissier Nc ,e