The St. Mary banner. (Franklin, Parish of St. Mary, La.) 1889-1931, 1917-03-24
Total

Total 400 :" $40 10000
Treasury Stock.
The remaining Two Hundred (2OO)
shares, belonging to the corporation, be-
ing designated Treasury Stock. to be IS.
sued from time to time by the Board OF
Directors to such persons and IN sucn
amounts as it may deem most advanta-
geous to the corporation; to be paid for IN
cash or other valuable consideration.
when issued. never less than us actual
value. as shown by the books of the cor
poration. at the date OF issuance. and ut
no time less than its par value OF Fifty
Dollars $780, per share.
Transfer OF stock.
Ifany stock shall be sold by its owner.
to any one else, or presented TO the Oh
ficers of the corporation for transfer, 1t
shall first be rendered by the holder there-
of to the Board of Directors Of the corpo-
ration. who shall have authority to pur-
chase same at its book or market value at
that date, to be considered as Treasury
Stock. and to be sold by the Board of Di-
rectors in the same manner as herelE-
above provided for Treasury Stock; pro.
vided that if said Board of Directors fail
within period OF one week. after said
tender has been made, to avail itself OF Its
option to purchase. then the owner there
OF shall be at full liberty to sell same
other than to the Board Of Directors, or
to have same transferred to such persons
as he may designate.
No stock shall be transferred except on
the books of the corporation, and the per.
son to whom the shares are SO transferred
shall receipt for same.
On the death of any stakeholder his le'
gal representative shall be entitled to as
sumo control of and transfer said stock to
his name.
Stockholders Meetings.
Stockholders meetings for the election
of directors shall be held annually as pro-
vided in the charter. at the domlcile Of
the corporation. and notice thereof must
be delivered personally, or by depositlnS
in the Post Office properly addressed to
each stakeholder, at least fifteen days be-
fore such meeting. At least two days be-
fore said meeting. complete list of stock.
holders, entitled to vote, shall be opened
to inspection by the stockholders at the
place OF said meeting Other stockholders
meetings may be held when ordered by
the Board OF Directors or the holders OF
twenty-five per cent of the outstanding
stock. Notice of all stockholders meet
ipgs other than adjourned meetings shall
be given in the manner prescribed for
stockholders meeting for the election Of
directors, unless such notice Is waived by
| unanimous consent, provided that no no.
| tice is required when such meeting is adj
journed to given date.
At all meetings of stockholders, each
| stakeholder shall be entitled to one vote.
| to be cast in person or by proxy, upon all
questions OF amending the act of incorpo-
| ration; increasing or decreasing the capi>
| tai stock, or dissolving the corporation:
upon all other questions presenting them
| selves at any stockholders meeting, each
| stakeholder shall he entitled to one vote
| for each share of stock held by him. to be
hV mr. III
amount of ten votes and no more, regard :.
| less of the number of shares by him owned
| in excess of ten shares.
ARTICLEV.
Board of Directors.
All the powels of said corporation shall
| be vested in and exercised by a Board of
Directors to lie composed of not less than
three nor more than fifteen stockholders,
| to be elected annually on the first Monday
| in July of each year, except the first
Board appointed in this Charter, who shall
hold their office until the first Monday in
July, 1915. The stockholders before pro-
ceeding to elect a Board OF Directors at
| each annual meeting, shall fix the number
| thereof within the limits above prescribed.
! u majority of whom shall constitute quo
| rum. All such elections shall be held by
ballot and conducted ut the Office of said
corporation under the supervision OF three
commissioners, 10 Ue dppOlutcu Wy the
Board Of Directors.
Any vacancy occurring among the Di-
rectors by death, resignation or otherwise.
| shall be filled by election for the remain
der of the term by the remaining Direc-
tors. The failure to elect directors upon
| the date above specified shall not dissolve
| the corporation nor impair its corporate
| management, but the directors then In
office shall remain in Office until their sue.
cessOrs are elected and qualified. The
Board Of Direc.o rs shall elect from their
number Il President. Vice-President, a
| Secretary and Treasurer the office OF Sec
rotary and Treasurer can be held by one
and the same person.. The said Board
may from time to time name and appoint
| all such other officers and agents as they
| may Deem necessary for the purpose and
business Of the corporation. They shall
have the power. to fix and define the
powers and duties Of all other officers and
| EMPLOYEES and fix the salaries OF same i.
and all officers and employees shall hold
office and employment at the pleasure OF
| the Board. The Board may make and
| establish, as well as alter and amend any
and ali bylaws, rules and regulations
necessary and proper in its judgment for
| the conduct, support and management of
| the business and affairs OF SAID corpora
ton. The Board shall have full power
aud authority TO borrow or loan money, to
execute or receive mortgages and liens,
| to issue bonds, notes and other OblSa-
tions, to create servitudes and generally
to do all things reasonable, convenient
and necessary for the proper carrying on
of the business Of the corporation. Every
director in case of his absence from the
Parish Of st. Mary or the State Of Louis
lana. shall have the power and authority
to appoint in writing stakeholder or any
member Of the Board of Directors. as his
proxy to sit in his lieu and stead at all
meetings Of the Board Of Directors, and to
represent him at such meetings As fully as
though he himself were present. Such