The St. Mary banner. (Franklin, Parish of St. Mary, La.) 1889-1931, 1912-07-13

Dollars ($1O0. 00) each. The SAID three thou,
sand five hundred s3500) shares or preferred
stock shall be non voting and ent tiled to re
ceive dividends at the rate or SIX per cent W
per annu1n, from date of issuance. ON OF me
earnings OF said corporation before any az IN ,u
ends shall be paid upon the said common STOCK
and Snch dividends shall be cumulative so
that any deficiency i'll the DIVIDENDS 10 pI
paid on such preferred stock in any year shai.
be made good out of the earnings OF Subsequent
years, befo' any dividend shall be PAD upon
the said common stock. And in case the earn
ings OF the corporation shall permit ul' u
ends in excess of said six per cent, SO 10 ne
paid the said excess earnings, wholly or III
part as the Board of Directors may deem aG.
visable, shall be paid to the common stoch
holders. And on the final liquidation ana as
tribution Of its assets, arrears OF dlNlaehus
shall be paid to the holders OF such preferred
stock. and the shares of the preferred STOCK
shall be paid i'll full before any payment sllail
be made to the holders of the common stock,
but " hen such arrears of dividends aud the
face value of such preferred stock shall have
been paid the holders thereof hall 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 issu
ance, at l03, and AL accumulated dividends by
giving ninety 80 days notice, snch redemption
To be made as the Board of Directors may deem
advisable.
said preferred and common stock shall be
issued full paid and non a-ScoSaDlc, 5ald 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-
ceiyed 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 dispose 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 .0O) OF its common stock shali nave
been subscribed; said amount of stock hay ing
been subscribed by the undersigned tor the
respective shares set opposite their names'
this Company shall Immediately go into opera
ton.
ARTICLE ".
All corporate powers of this corporal ION
shall be vested in and exercised by "A Board OF
Directors, composed of not less than three 90
nor more than five 81 stock holders, majority
of whom shall constitute quorum for trans
action of all business.
Through said Board of Directors, this cor
poration shall have power and authority to
contract. sue and be sued, in its corporate
name: to make and use a corporate seal and to
change or alter same at pleasure. to hold and
receive, have, purchase, improve, alIenate.
convey, sell borrow, pledge, mortgage and
hypothecate, under its said corporate name,
property, real, personal and mixed, to issue
bonds and notes, or other evidences of in
debtedness, to name and appoint such ON
GERS, directors, agents and managers or EN-.
ployees, the interest convenience of
said corporation may require; to make and
establish bylaws, rules and regulations Tor
the proper management ana reputation OF iIH
| affairs. 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 +. Williams, Horace l..
Morton. Louis Telssier, Warren ID. Williams
and lillian j. Formento with William
Williams, as President William j Formento,
as Nicc-Presid ent, and Horace l.. Morton,
Secretary Treasurer, all Of whom shall hold
office AS such until the Second Tuesday in
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,
less said day be ii Dies Non. then, in such
case on the first succeeding judicial day and
annually thereafter, an election for director.
shall be held at the General Offices of the
Corporation, under the supervision of two ~
comm issioners to be appointed by the stock
holders the directors so elected shall i'm
mediately 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
| Inaining Directors.
Notice of election shall be given by the
Secretary.Treasurcr to each stakeholder ten
days previous to election. by written uotice
mailed to his last known address, and by
publication iE one Of the local newspapers.
three times in ten days.
All corporate elections shall be by ballot
and majority of the stock present, or re-
presented, shall elect and each share of stock
son or by proxy, at any meeting CT the stock
holders
ARTICLE VI.
Whenever this corporation is dissolved,
either by limitation Of its Charter, or for any
other cause. its affairs shall be lqudated by
three t8l commissioners, to be elected from
among the stockholders, convened for that
purpose. after thirty days prior written notice
of snch meeting shall have been given each
stakeholder by the Secretary, mailed to his
last known address, and by publication in one
of the local newspapers. three times in ten days.
Said commissioners shall remain in office until
liguidated. In case of death of either, or two
Of said commissioners, the survivor survi- |
vOrs shall continue to act
ARTICLE VII.
The act Of Incorporation may be mod fled |
or altered, or this Corporation may be dis |
solved with the assent of three fourths |
t3-4) Of the whole capital stock. present re-
presented, at any general meeting OF the |
stockholders, convened for that purpose, after |
thirty days prior written notice of such meet
ing has been given each stakeholder by the
and by publication in one of the local news
papers five times during thirty days.
ARTICLE VIII.
No stOckhoder of this Corporation shall |
everbe held liable or responsible for the con
tracts faults thereof. in any further sum
than the unpaid balance due to the Corpora
ton on the shares owned by him. nor shall
any mere lnformaity i'll organization have the
effect of rendering this Charter null or of ex-
ing stakeholder to any liability beyond
the unpaid amount of his stock
Thus done and passed, in my Notarial Office
at the City of New Orleans, in the presence of
Messrs. Fernand F. Tesser and Archibald
Il. Wagner, competent witnesses of lawful age
and residents of this city, who have hereunto
their names, together with the
said appearers and me, Notary, after due read
ing of the Whole
Original signed)
w. +. Williams. Two thousand nine humid
red and ninety three shares.
T. ". Fltzwilliam, Two shares |
1. W. flzWlllam Trustee, Two shares. |
r. l.. Morton, Two shares
Warren D. Williams, One share
per W. f. Williams,
+. F. Teissier
A. II. Wagner.
WM i EnRMENrn Notarr pnl,ic