The St. Mary banner. (Franklin, Parish of St. Mary, La.) 1889-1931, 1914-01-24

directors on the day above specified shah
| not dissolve the corporation, but ~.
directors and officers then in office shan
hold over until their successors shall have
been duly elected, qualified and iustallaH
and it shall be the duty of the Board -
| Directors to convene within ten davs
| another meeting of stockholders for t6s
purpose of electing directors, of which
meeting each stock holder shall have three
days prior notice in writing. The failure
to elect Directors at said second meeting
shall likewise not dissolve this corpora.
! ton, but the incumbent officers shall "a.
main in office and there shall be no eIec,
ton Of directors by stockholders until Tia
date Of the next annual meeting.
The Directors, as soon as possible after
their election, shall qualify, take ofdce
and elect from among their number
and Treasurer. The said Board shall
further elect each year General Manager
who shall be one of the members of SAID
Board, and who shall have the power to
generally manage the business. The
Board of Directors shall have the power
to appoint agents and employees, and to
enact such bylaws, rules and regulations
as they may deem necessary and proper
for the conduct of the business of this cor.
p0ration, and in case OF vacancy on the
Board OF Directors, or among the officers.
from death resignation, removal or anv
other cause, the said vacancy shall be-
filled by the remaining directors at a
special meeting called for that purpose
after three days notice thereof has been
given in writing to the remaining members
Of the Board.
ARTICLE vi.
Except as otherwise provided In Article
khoII
for the election of directors or for any
other purpose shall be given in writing nv
the Secretary at least ten days before the
date fixed for such meeting and shall
be delivered personally to the stockhold.
ers or deposited in the mail, directed to
each stakeholder to his address as the
same shall appear upon the books of the
corporation. The said notice or any other
notices required by this charter may be
waived in writing by any or all of the
stockholders appearing as such upon the
books. At all such meetings each stock.
holder sha II be entitled to cast one vote.
either in person or by proxy. for each
share of stock owned by him and standing
in his name on the books of the COMPANY
and, except as herein otherwise provided,
majority of the votes so cast shall be
sufficient to elect or to decide any and all
questions voted upon.
ARTICLE VII.
No stakeholder may offer for sale, ASSIGN
or transfer his stock in this corporation
without giving to the other stockholder
thirty days notice of such intention, which
shall be given in writing to the President,
who sha thereupon Immediately commu.
nicate said notice in writing to each and
every stakeholder of record in the manner
set out in Article vi for notice of stock.
holders meetings, and the other stock.
holders shall have the first privilege of
purchasing the said stock at the book
value thereof for a period Of thirty days
from the delivery of said notice to the
President, after which thirty days said
stock may be sold in the open market.
ARTICLE VIII.
Except as to the increase or decrease Of
capital stock, which must be done In the
manner and form required by law, this
act OF Incorporation may be changed,
may be dissolved by vote Of threA.
fourths in amount of the capital stock
present or represented at a meeting of the
stockholders called specially for that pur.
pose, provided that in order to dissolve
the corporation at least majority of the
entire capital stock must be present or
represented at SAID meeting.
ARTICLE TX.
Upon the termination of this charter
by limitation or upon the dissolution of
the corporation, the business and affairs
of the company shall be lquidated by
three commissioners, elected from the
stockholders at a general meeting called
for that purpose. Said commissioners
shall have entire charge of the liquidation
with authority to sell and dispose Of the
assets o. the corporation, and in case Of
the death or resignation of commission.
er during the term of his duties, or in case
OF his failure or refusal to act the rema ain.
ing commissioners shall declare the office
vacant and shall elect successor from
among the stockholders.
ARTICLEX.
No stakeholder shall ever be held liable
or in any manner responsible for the con.
tracts or faults Of this corporation beyond
any unpaid balance that may be due to the
corporation on the shares of stock sub.
scribed for by him; nor shall any mere in
formllity in this act, or in the organization
# this company, have the effect of render.
ing this charter null or of exposing stock.
holders to any liability beyond such un.
paid balance.
Thus done and passed, in my office, at
Franklin, Louisiana, on the day, month
and year first hereinabove written, in the
presence of Murphy j. Foster and
Mary Feske, competent witnesses, who
hereunto sign their names with said ap.
bearers and me, Notary, after due read.
ing of the whole.
WILSON T. PETERMAN, 6 shares
+. VI. MILLING, 6 shares,
j. A. PEFERMAN, shares, -.
l.. A. LOUSTALOT, shares.
/ ROBERTS c. MILLING, 6 shares.
Witnesses:
MURPHY j. FOSTER,
MARY FESKE.
w PREScOrT EosrER