The Donaldsonville chief. [volume] (Donaldsonville, La.) 1871-current, 1914-05-02
RlDD-ElHY TITS M

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presents covenant and agree, an6
bind, form, and constitute themselves
as well as such persons as may here
after join or become associated witt
them, into corporation and body
polite in law, for the objects and
purposes, and under the agreements
and stipulations following, to-Wit;
ARTICLE /.
The name and title of said corpor
alton shall be B. LEMANN & BRO.
INCORPORATED. and under its said
corporate name it shall have power
and authority to contract, sue, AND
be sued; to make and use a corpor
ate seal, and the same to break OF
lease. purchase, convey, pledge OF
mortgage, under its corporate name
property, both real and personal; tc
lend or borrow money; to name and
appoint such officers or agents as
the interest and convenience Of said
corporation may require; to make
and establish such bylaws, rules and
regulations as may be necessary and
proper; and generally to do all such
acts and things as may be necessary
proper Or convenient to carry out the
objects and purposes OF said corpora
ton Or incidental thereto.
| ARTICLE II.
The domicile of said corporation
sliall be in the parish of Ascension,
state of Louisiana, and all citations
or other legal process shall be serred
upon the president of said corpora,
ton, or, in his absence, upon either
the vice president or the secretary.
ARTICLE III.
/ The objects and purposes for
| which this corporation is organized,
| and the nature of the business to
be carried on by it, are hereby de-
clared to be: To carry on a gener-
al wholesale and retail mercantile
business, dealing in merchandise
and commodities of all sorts, receiving
same on consignment, purchasing and
selling same directly or on commits
/ sion.
ARTICLE w.
The capital stock Of this corpora
! ton shall be TWO HUNDRED
THOUSAND DOLLARS ($2O0,O00.00)
made up of six hundred 5000 shares
OF preferred stock, and fourteen
hundred (140O) shares of common
stock, of the par value of one hun
bred dollars (s100) per share. The
preferred 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 (s6,0O0.O0) 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 oyer 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.
ARTICLE 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 (3) 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
stakeholder, 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 nTfian until 4ba;,. e,,ooorea,. ono