St. Tammany farmer. [volume] (Covington, La.) 1874-current, 1917-02-10
CHARTERS.

AZ OuSAACSS uAtA VIC 1luuuTeO lUU
shares, or Ten Thousand ($1O,OO0)
Dollars of the capital stock shall
have been issued and paid in, in
cash. II, in addition, any stock OF
this corporation is exchanged, either
in whole or in part for property or
good will, in that event the pro-
visions of Section 3 of Adt)267 of
1914 shall be complied with strictly.
ARTICLE v.
All the corporate powers of this
corporation shall be vested in and
exercised by a Board of Directors to
! be composed of three stockholders,
each of whom shall own in his own
right, during his tenn of office, at
least one fHM paidSshare of stock,
quorum for the snsaction of bust
ness; provided, the Board of Direct
ors are hereby authorized to in
crease, in their discretion, the num-
Der of Directors to four, in which
case three shall constitute quorum
The officers of this corporation
shall consist of president, vice
president, secretary and treasurer,
all of whom shall be members of the
Board of Directors. The offices OF
secretary and treasurer may be COM
bined in one and the same person.
The following named persons shall
constitute the first Board of Direct
ors, to-wit:
Clement B. Penrose, No. 4O1 Au-
dubon street, New Orleans, Louisi-
ana; John B. Lionnet, No. 935 Car
rolton avenue, New Orleans, Louisi-
ana; Victor B. Macksey, Pearl River,
Louisiana, all residents of the State
of Louisiana, as above stated, with
Clement B. Penrose, president; John
tor B. Macksey, secretary-treasurer,
and these directors and officers shall
hold Office until the first Wednes-
day of January, 1918, or until their
successors are duly elected and quail
fed.
Thereafter the directors shall be
elected annually on the first Wednes-
day of January, of each year; all
elections of directors shall be by bal
lot, and each stakeholder shall be
entitled to one vote for each share
of stock standing in his name On
the books of this corporation; this
vote to be cast in person or by writ
ten proxy, and it shall require three
fourth of the stock present or repre-
scented to elect. -
Failure to hold an election for
Directors on the1Afst Wednesday of
January, 1918, or annually there
after, shall not work a forfeiture of
this charter, but the old Board of
Directors shall remain in Office until
their successors are duly elected and
qualified.
ARTICLE vi.
The Board of Directors shall hold
regular meeting at such time as shall
be fixed in the bylaws of this corpor-
alton. These meetings shall be held
at the domicile of the corporation,
but the president may can special
meetings of the Board of Directors.
at such times as he may deem ad
visable, and he shall be required to
call such special meeting at the re-
quest of member of the Board of
Directors. Three days written no
tice of such special meetings shall
be given to the Directors, unless
waiver of such notice is signed by
the Directors. Any vacancy occur
ring in the Board of Directors, eth
er from death, resignation or in
ability to serve, shall be filled by the
remaining Board of Directors at its
next regular meeting after such va
cancy shall have occurred. The
first Board of Directors of this cor
poration shall be required to draft
suitable bylaws for the government
of this corporation, which may be al
tered, amended or changed as the
exigencies of the case may require.
ARTICLE VII.
The stock of this corporation may
be transferred. provided such trans
fer shall be recorded ON the books
of this corporation before it shall
be required to recognize the trans
fer of the new holder of the stock.
The total amount of the subscribed
stock, as herein set forth, is the
sum of Ten Thousand ($1O,OOO
Dollars, or One Hundred (1O0)
shares, which are hereby authorized |
to be fully paid for and non-assess-
able, for cash.
In the event that any stakeholder |
desires to sell his stock, or any part
thereof, he shall first offer same to
the remaining stockholders, in pro-
portion to their respective holdings, !
at it's book value. This offer is to lie !
made to appear by letter addressed
to each stakeholder at his last known |
address, giving thirty days option.
At the expiration of which time, the |
sAid stakeholder desiring to dispose |
of his stock, shall be at liberty to |
sell at whatever price and to whom |
he shall please.
ARTICLE VIII.
This charter may be modified or |
the capital stock thereof in
creased or decreased, or the corpora |
ton may be dissolved with the as
sent of three-fourths of the capital |
stock present or represented at any |
meeting of the stockholders held for |
that purpose, after prior notice in |
writing to each stakeholder, or mail
ed to him at his last known post
Office address, all in accordance with |
the terms of Act 267 of 1914.
ARTICLE TX.
At the expiration of this charter
or the earlier dissolution of this
for any cause, its affairs
shall be Hquidated by one or more
liquidators to be elected by the
all of whom shall hold |
stock in this corporation, and said
liquidators 4re hereby vested with