The herald., 1918-08-22

ed and converted into common stock, as above
provided
The Preferred Stock shall be entitled to no
voting power; the voting power shall vest
solely in the holders of common stock.
The amount TO which the Capital Stock
of this corporation may be increased is here
by fixed at the sum of One Million Dollars.
ARTICLE N.-The Shamrock Land & Plant
ing Company, Inc, subscriber TO five thou
sand shares of the Second Preferred Capt.
tai Stock in said corporation, in full payment
and liquidation of said subscription and in
consideration of the sum of One hundred
thousand $4,000 Dollars cash. in hand to
be paid to IL by the Evan-Belle Company,
Inc., will transfer, convey and deliver, with
full warranty of title to the Evan-Belle Com
pany, Inc, those two certain plantations. as
presently constituted, with all the improve
ments thereon, including implements and
mules. known and designated the Evan
Hall Plantation, situated in the Parish OF
Ascension, and the Belle Alliance Planta-
ton. situated in the Parish of Assumption !;
and the Directors Of this Corporation do
hereby certify that said Plantations are well
worth the sum of Six Hundred Thousand
Dollars and appraise the same at that price.
ARTICLE Win the event of the iiqui-
dation Of the affairs of the corporation prior
to the redemption in full of the preferred
stock and the payment of all dividends here
on, the net assets OF the corporation shall
be applied by preference to the redemption
OF all outstandiSg preferred stock, at par,
and to the payment of all dividends which
may be due on any of the said preferred
stock, before anything shall be distributed
shall, however. be entitled to the whole of
the balance of assets which may remain.
ARTICLE VII.-The Shamrock Land &
Planting Company, Inc, of New Orleans.
Louisiana having subscribed TO Five Thou
sand shares OF the second preferred stock OF
this corporation, it is agreed that said Sham
rock Land & Planting Company, Inc, or
the Hibernia Bank & Trust Company, as as
signee of said stock, shall always have the
selection of one member of the Board of
Directors of this corporation, who shall also
be the Treasurer thereof, with authority to
countersign all checks of the corporation is
sued in the usual course of business, and
this right shall not be abridged or Invested
SO long as any of said preferred stock shall
be outstanding and owned by said Shamrock
Land & Planting Company, Inc, or the Hi
hernia Bank Trust Co., as its assignee,
and any election of directors in violation OF
this provision shall be null and void.
No real estate belonging TO the corpora,
tion shall be mortgaged or alineated until
the first and second preferred stock OF the
corporation shall be redeemed down 10 twenty
five hundred shares, of the aggregate par
value of two hundred and fifty thousand dol
lars. as above provided, with the exception
hereafter stated, except by and with the
unanimous consent OF all the directors, IN
writing.
The corporation may, however, issue crop
liens, for annual advances, TO be made fOI
the cultivation and making of its crops
ARTICLE NIII-All the powers OF tins
corporation shall be vested in and be exer.
cised by a Board of Directors composed OF
not less than five shareholders of common
stock and majority shall constitute a
quorum for the transaction Of all business.
A majority of the Board Of Directors vot-
ing in person shall be required to pass any
resolution or adopt any bylaw, which when
so passed or adopted shall become valid cor
porate acts.
The board of directors shall be elected an
nually at a general netting of the snare
holders, to be held on the third Tuesday IN
Iuly 1919 and on the same day and month
in each succeeding year, after ten day
his last known address appearing upon the
books of the corporation, unless such no,iee
be waived in writing by all the stockholders
appearing as such on the books.
The failure, however, from any cause 10
hold the annual meeting of stockholders or
the failure to elect directors thereat shall
not operate the forfeiture OF this charter nor
impair the corporate management, but the
directors and officers then in office shall
serve until their successors have been duly
elected qualified and installed. Any va,
cancy in the board of directors shall be tilled
for the unexpired term by the remaining d.
rectors.
The officers of the corporation shall consist
of a President. one or more Vice-Presidents,
a Secretary and Treasurer.
There shall also be a General Manage,
who may or may not be member of the
Board of Directors.
There shall also be a Chairman Of the
Board. who shall preside at all meetings
thereof.
The office of President and General Man