The Donaldsonville chief., 1914-04-11
ARTICLE w.

The capital stock of this corpora
ton shall be TWO HUNDRED
THOUSAND DOLLARS (s200, ,00O.0O),
| made up of six hundred (600) shares
Of preferred stock, and fourteen
hundred (14Oo) shares of common
stock, of the par value of one hun
dred 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
49, 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 ($6,o00.00) 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
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
SHAH 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
poratlon 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,
board of not less than three (3l 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 stockhoId-
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,
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-
reetors 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 OF secretary.
The secretary and treasurer need
u be members OF the board The
directors may appoint such other Of
fleers, 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-
Lhority 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
or the proper carrying on of the
business of~the corporation.
ARTICLE VI.
Whenever this corporation may be
dissolved either by limitation or from
eny other cause whatsoever, it's af-
airs shall be liquidated by three
stockholders, to be appointed at the
meeting Of stockh olders con-
yened for the purpose of liquidation
Is hereinafter provided, each share
icing entitled to one vote, in person
n by proxy. Said commissioners
han remain in office until the af-
airs of said corporation shall have
'een fully settled and liquidated,
nd shall have full authority ana
'oWer to transfer and give title to
IL. the assets and property of the
orperation. In case of death,
disability or resignation of one or
nore of said commissioners, the
acaney shall be filled by election
y the surviving commissioner or
commissioners.
ARTICLE VII. I,
This act of Incorporation may be
1odified, changed or altered, or
aid corporation may be dissolved,
18th the assent Of three-fourths t
- of the capital stock present or
apresented at any meeting Of stock
olders after ten (10) days prior
Office in writing, mailed to each
toekholder at his last kEoWa post
ffice address. Any change with