The St. Mary banner., 1914-04-18

held at the office of the company alter ten
QO) days notice in writing snal uave
| beer given to each stockholder or the tlme
and place of holding said annual election,
which notice in writing to each stockhold-
er may be served by transmitting same 20
him through the mails, addressed to ms
| address as registered on the books or the
company, or if no such address be regis
tered then addressed care general deilv'
cry, Franklin, Louisiana.
The voting for directors shall be by
ballot: and each stakeholder in person or !
by proxy shall be entitled to cast one
vote for each share of stock owned Dy
| him, which shall have been standing ~
his name on the company's books Tor at
least ten days prior to the date OF said
election. A failure from any cause what-
soever to hold said annual election or
meeting, or to elect directors or of1cers
on the date above specified, shall nOs'd dis
| solve the corporation, but the directors
and officers then in office shall hold over
| until their successors shall have been
elected and qualified; and it shall De the
duty of the Board of Directors. withia ten
! days, to convene another meeting OF
stockholders, for the purpose of electlrg
directors, OF which meeting each stock
| holder shall have three days prior notice,
| in writing by mail as aforesaid, issued to
him by the secretar! of the company. A
failure of the Board of Directors to con-
vene such second m Meeting, or failure to
elect directors at said second meeting
shall likewise not dissolve this corporations:
but the incumbent directors and officers
shall remain in office until their success
ors are elected at the next ensuing annual
election and have qualified In case of
the death or resignation Of any director or
officer before the end of his term Of Office,
the vacancy shall be filled by the remain~
ing directors by the election in his place,
Of a stockholder, who shall act until his
successor shall haye been elected, at the
next ensuing annual election, and shall
ARTICLE vi.
Three members OF the Board of Direc>
tors present, either in person or by proxy,
shall constitute quorum for the transac.
ton of all business of the company by the
said Board, and a majority vote of any
meeting of said Board shall prevail, except
as herein otherwise provided.
The Board of Directors shall have the
right, without consulting with or getting
the consent of the stockholders Of this
part of said real estate or other property
owned by or belonging to this corporation
or to mortgage all or any part of said
property for any amount and on any
terms and conditions that said Board of Di
rectors may see fit, and to issue for security
for said mortgages, bonds, notes or other evi-
denceS of Indebtedness.
Said Board of Directors shall have power to
appoint all agents, clerks and employees, and
fix their salaries and compensation. The
Board of Directors shall have the power to
make, change, alter and modify all proper by
laws, rules or regulations for carrying this
charter into effect and for the managem MT of
the affairs of the corporation, provided, how
ever, that it shall require an affirmative vote
of majority of the Board of Directors to
adopt, amend or repeal any bylaw, or bylaws.
Any ofthe said Directors shall have the right
to delegate to any other Director in writing
any of the rights and powers enjoyed by him
as such director.
ARTICLE VII.
At all meetings of stockholders it shall
require vote of the majority of the stock SO
present represented to elect directors, or
do any other act except to amend the charter
vote of at least three-fourths of the stock so
present or represented which three-fourths
must also be majority of the stock outstand-
ing.
ARTICLE VIII
Upon the termination of this charter by
Limitation, or upon the dissolution of the
corporation as hereinafter provided for the
business and affairs of the corporation shall
be liqudated by three commissioners Selected
from the stockholders at a general meeting
called LOT that purpose, after giving the
stockholders notice as provided in Article
hereof. In case of the death of commission
er during the term of his duties or in case of
his failure Or refusal to act, the remaininr
commissioners shall declare the Office vacant
and shall elect successor from among ',s
stockholders. he
Except as to the increase or decreaser,f # c,ni-
tai stock, which must be done in the msnnar
and form prescribed by law, tb' . act 81
Incorporation may be changed, yon5;tiaS W W
altered, or the corporation may b a TissoIveI -
at meeting OF stockholders cal led snerianv,
holders notice as provided attge II the stock
of; such meeting to be called r ~ the Secratsrv
upon the written request of hose n hoId;ng N.Y.
less than one third of the G. initial stncE NV
In the event the dissolu zion 81 t%a oo.
ton is voted, the comT ssinnsrs nro.;dpg 80 pIn a.
Article VIII hereof ma be- elected + se da a.
1nt;on a. a. nt rne same NEE ting at which the dsso.
AZ .TICLEX.
monnsr s,oo uai, noueI shall be liable or in any
Of this cornorati lie for the Contracts or faults
hr tIat I'm may oe Gue on the shares of stock owned
oS nm n1r sh al any mere informalitv in this
null or Of ex effect of rendering this charter
hud VI " eS posing stockholders to IiabiIitv
beyond the amount OF their stock. A"o'i''S
r, ARTICLE XI.
sue first Nv rent that this corporation shall is
and anw VI second mortgage bonds or notes.
of tba uerault should be made in the payment
Or II uisl or second mortgage bonds or notes
interest .1oune "n mt Is stl due in principal or
noid Iien no dividends whatever shall bS ,
dividehp% ap3n dne stock Of this corporation; and
morta,n enus only shall be paid after ali second
ratified. io luAy para ana
So that this cAa:[d ARTlcLE XII;
subscription list, the parties sisning this
piarter I nave set out opposite their sionstnres.
he tion OF the capital stock of this CORPORA
''Tn sri, subscribed by each one Of them
In inus ~ uone and passed in my office at Frank
nnntE "' ti, a,asy Parlsh Louisiana, on the dav
nontn Inn @ and year first hereinabove wrtteuk
pu presence e OF RENE q. Mayer and K. "
nnto si,rn .wo competent witnesses, who here
he; u. Notary after due reading of the Who's anu
.sa on5 oar ad> L. hramer, Three Thousand Dosrs
T. Kramer, Fifteen Hnndred no,,.<s,l
Fifteen Shares. uieo Doilars. .Sl50c.001s
40, IL a., thompson, Eight Hundred Don..
Seven Shares Z" Ooiars (S100.00).