The Donaldsonville chief., 1914-04-18
ARTICLE w.

ARTICLE ".
The capital stock Of this corpora
ton shall be TWO HUNDRED
THOUSAND DOLLARS ($200, ,O00.00),
made up of six hundred {600) shares
of preferred stock, and fourteen
hundred (140O) shares of common
stock, of the par value of one hun
dred dollars ($100) per share. The
pre- ferred stock shall be entitled by
preference and priority over COM
mon stock to dividends in each
and every year, at the rate of six
(6j per cent per annum, payable out
of the net profits, which dividends
shall be cumulative, and said pre-
ferred stock shall be entitled to no
other or further share of the profits.
The said preferred stock may be
retired at the rate of six thousand
dollars (s6,000.00) per year, at the
dividend date, each share in such
event to be retired proportionately,
and no right to dividends on such
retired portion shall exist after no.
tice to stockholders of record. No
dividend shall be declared or paid on
the common stock until the preferred
stock shall have been fully retired
at par with all accrued dividends.
In the event Of any liquidation or
dissolution of the company, hold
ers of the preferred stock shall be
paid in full with accrued dividends
by preference over the holders of
the common stock. Both classes of
stock shall vote on an equality.
Both preferred and common stock
shall be issued only at par for cash
or for property Of equivalent value.
The whole of said preferred and
common stock may be issued and
delivered to any persons, firm or cor
poration for the requirement of the
rights, privileges, and property, or
any part thereof, now owned or con-
trolled by the mercantile firm of B.
LEMANN &. BROTHER. The incor-
porators, or the board of directors
hereinafter created, are hereby spe-
cially authorized to issue the stock
OF the corporation for any and all of
the purposes above stated as in the
! judgment of either body may be fair
and proper, and to fix the terms of
disposition accordingly.
ARWCLE V.
All of the powers of this corpora
| ton, except as herein limited, shall
be vested in, and exercised by, a
| board Of not less than three (31 nor
more than seven (7), who need not
necessarily be stockholders, to be
elected annually by the stockholders,
on the fourth Monday in January of
each year. All such elections shall
be by ballot. Notice Of all meetings
of stockholders, except as otherwise
required by law, shall be given by
| one weeks written notice to each
stockholder, mailed to his last known
| postoffice address. Each stockhold-
| er shall be entitled to one vote for
each share OF stock standing in his
name on the books of the company,
to be cast in person or by proxy,
and a majority of the votes cast
shall elect. The board of directors
shall have the power to fill all va
cancies that may occur in the board.
Failure to elect directors shall not
dissolve the corporation, but the di-
rectors then in office shall remain
in office until their successors are
elected. The directors, at their
first meeting after each election,
shall elect a president, vice presi-
dent and secretary. They may
also elect a treasurer, or may COM
bine the functions of treasurer with
that of vice president or secretary.
| The secretary and treasurer need
n be members OF the board. The
directors may appoint such other of
| ficers, clerks, agents, or employees as
they deem necessary. The direct.
ors may also make, alter, or amend
| any and all bylaws, rules and regu-
lations necessary and proper for the
business of the corporation. The
board shall not, however, have au-
thority to place any mortgage upon
| any property of the corporation with
| out the unanimous consent Of all
| stockholders. Except as thus limit
| ed, the directors may do all things
reasonable, necessary Or convenient
for the proper carrying on of the
| business Of the corporation.
ARTICLE VI.
Whenever this corporation may be
dissolved either by limitation or from
any other cause whatsoever, its af-
fairs shall be liquidated by three
stockholders, to be appointed at the
general meeting of stockholders con-
vened for the purpose of liquidation
| as hereinafter provided, each share
being entitled to one vote, in person
or by proxy. Said commissioners
shall remain in office until the af-
fairs Of said corporation shall have
been fully settled and liquidated,
and shall have full authority and
power to transfer and give title to
all the assets and property of the
corporation. In case of death.
disability or resignation of one or
| more of said commissioners, the
| vacancy shall be filled by election
by the surviving commissioner or
commissioners.
ARTICLE VII.
This act of incorporation may be
| modified, changed or altered, or
said corporation may be dissolved,
with the assent of three-fourths
(A) of the capital stock present or
represented at any meeting of stock
holders after ten (10) days prior
| notice in writing, mailed to each
stockholder at his last known post
office address. Any change with
reference to the capital stock OF
| the corporation shall be made in ac-