The St. Mary banner. (Franklin, Parish of St. Mary, La.) 1889-1931, 1918-06-29
ARTICLE ".

ARTICLE ".
Capital Stock.
The CAPITAL Stock of this corporation is
hereby fixed at Seventy-fve Thousand
S75. OOO.GO) Dollars, divided into and rep
resented by Fifteen Hundred tl5oOl shades
of stock, Of the amount OF Fifty $50 DOL
lars each.
OF which amount Five Hundred t500)
shares or the total amount VI Twenty five
Thousand (925.QO0.00, Dollars has been
paid for in full and issued to the owners
thereof.
Treasury Stock.
The remaining One Thousand (1OOO)
shares belonging to the corporation, being
designated Treasury StOck,i to be issued
from time to time by the Board of Direc.
tors to such persons and in. such amounts
az it may deem most advantageous to the
corporation; to be paid for in cash or other
valuable consideration, when issued.
never less than its actual value, as shown
by the books of the corporation, at the
date of issuance and ut no time less than
its par value of Fifty (S5C.O0) Dollars per
share.
II any stock shall be sold by its owner
to any one else, or presented to the officers
of the corporation for transfer, it shall
first be rendered by the holder thereof to
the Board of Directors OF the corporation.
same at its book or market value at that
date, to lie considered as Treasury stock,
aud to be sold by the Board of Directors
in the same manner as hereinabOve pro.
vided for Treasury Stock; provided 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 thereof 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 deSig>
nate.
No stock shall be transferred except on
the books of the corporation. and the
person to whom the shares are so trans.
ferred shall receipt for same.
On the death Of any stock holder his le-
gal representative shall be entitled to as
sumo control Of and transfer said stock to
his name.
ARTICLEv.
Board of Directors.
All the powers of this corporation shall
be vested in and exercised by a Board OF
Directors, to be composed of not less than
three or more than ten stockholders, to be
elected annually On the third Wednesday
in July Of each year. beginning on Wednes.
day, July 18th, 1918.
The stockholders before proceeding to
elect Board Of Directors at each annual
meeting, shall fix the number within the
limits above prescribed, a majority OF
whom shall constitute quorum. All
such elections shall he held by ballot and
conducted at the Office Of said corporation
under the supervisors of three commits.
siOners to be appointed by the Board of
Directors.
Any vacancy occurring amo1s the Di-
rectOrs, by death. resignation or other
wise, shall be filled by election for ths re-
mainder Of the term Of the remaining Di-
rectOrs. The failure to elect Directors
upon the date above specified shalt not
dissolve the corporation nor impair its
corporate management. but the Directors
then in office shall remain in office until
their SUCCESSORS are elected and qualified
The Board of Directors shall elect from
| among their number, President, Vice.
President, Secretary and Treasurer, the
Office of Secretary 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 Corr
poration. They shall have the power
to fix and define the powers and
duties of all other officers and emplo-
yees and fix he salaries of same,
ard all officers all hold office and en-
ployment at pleasure Of the Board
The Board may make and establish, as
we'll as alter and amend any and all by.
laws, rules and regulations necessary and
proper in its judgment for the conduct
support and management of the business
and affairs of said corporation. The Board
shall have full power and authority to
borrow and loan money. to. execute or
receive mortgages and liens. 10 issue
bonds, notes and other obligations, to
Gre ate servitudes and generally 10 do all
things reasonable, convenient and NJ ces.
sary for the proper carrying on of the
business of the corporation. Every di-
rector in case of his absence from the
Parish OF st. Mary or the State Of Louis.
lana, shall have the power and authority
member of the Board of Directors, as his
proxy to sit in his lieu and stead at all
meetings OF the Board of Directors, aud to
represent him ut such meetings as fully
as though be himself were present. Such
written proxies must be filed with the
Secretary OF the Company.
Stockholders Meetings.
StoC khOlders' meetings for the election
OF directors shall be held annually AS pro.
vided in the charter, ut tie domicile Of
the corporation, and notice thereof must
be delivered per: onaily. or by depositin.
in the post Office properly addressed to
each stakeholder, at least fifteen days
before such meeting. At least two days
before said meeting. a complete list OF the
otOCAuOlOcIS culltlcu u VOt0 Shall ne
opened to inspection by tue tockholders
at the place Of said meeting. Other stock
holders meetings may he held when or
dered by the Board Of Directors or the
holders Of twenty-five per cent Of the out.
standing stock. Notice of all tockholders
meetings 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
notice is requi, ed when such meeting is
adjourned to given date.