The Donaldsonville chief. [volume] (Donaldsonville, La.) 1871-current, 1918-02-16

The said preferred stock will have been rs.
tired Each holder of preferred stock shall 81
have his stock retired proportiopateiy. After
the first day of January, 1921, no dividends
shall be paid on common stock unless The
current instalment due for retirement on
the preferred stock shall have been retired
If the corporation desires to retire the pre- If
ferred stock at mere rapid rate than here. !
inabove required. it shalFY have the right e
Though it shall not be bound to do at
par) provided that a. thirty days advance q
notice in writing shall be given to each stock d
holder of intention to make such retirement;
(2) each stockholder shall have the same
of his holdings RETIRED and {3) rs
all accrued dividends at the rate of seven per Is
cent ~ shall be paid in full up to the date
of retirement. Any amounts of preferred
stock which the corporation may voluntarily 4
elect to retire shall be credited upon the d
amounts which the corporation is required
to retire in the order in which such retire.
ments would mature
Section s. In the event of any liquidation, q
dissolution winding UP. whether voluntary
or involuntary, of this corporation, the held
ers of the preferred stock shall be paid III
full by preference over the common stock
holders the par value of the preferred stock.
together with all accrued unpaid dividends,
at the rate of seven per cent Cd per annum 1
thereon. After such payment to the pre-
ferred stock, the holders of the common stock
shall be entitled to receive the remaining
assets and funds of the corporation in pro-
portion to the shares held by them respect
lively.
Section 4. After the payment of dividends
to the preferred stock, as above set out, and
such provision as is hereinabove required to 81
be made for the retirement of preferred stock,
the remaining earnings of the corporation
shall be available for the payment of divi-
dends to the common stock as the board Of &
directors may determine.
Section S. The whole or any portion of the
preferred or common stock of this corpora. :
ton may be issued and delivered to any per-
SON. firm or corporation for the acquisition of
the rights. privileges or property owned or
controlled by such person. firm oE CORPORA
ton for the fair value thereof as appraised
by the board of directors: and the board of
directors hereinafter created is specially au-
thorized to issue and dispose of the stock for
any and all purposes as in its 3udgment may
seem fair and proper.
ARTICLE v.
All the powers of this corporation shall be
vested in and exercised by board composed
of not less than four nor more than nine di-
reetors. The precise number of directors
within said limit shall be fixed by the vote
of the stockholders at the annual meeting, or
at a special meeting called for that purpose.
Said board of directors shall be elected an
nually by ballot, at a stockholders meeting
called for that purpose on the second Mon
day in February Of each year Cor the next
legal day, if that be holiday, after due
notice given to the stockholders by mail. at
least fifteen days before the date of said
meeting. Each holder of common stock shall
be entitled TO one vote for each share of
stock standing in his name on the books OF
the company, said vote to be cast in person
or by proxy, and the majority of the votes
cast shall elect. The preferred stock shall
have no vote unless the corporation shall
have been in arrears for period of six
months in the payment of dividends. or in
carrying out the provisions hereinabove set
ont for the retirement of the preferred stock;
in either of which event the voting power
shall pass from the common stock and be
entirely vested in the preferred stock. The
board of directors shall have the power to
fill ell vacancies which may occur or in any
manner arise or be created on the board, even
though no quorum remain at the time such
vacancies IRE to be filled. Failure to elect
directors or the day above specified shall not
dissolve tile corporation. but the directors
then in offise shall remain in office until their
successors are elected and qualify. The
board shall elect from their number presi-
dent, VICE president, secretary and q
treasurer; provided, that the board may dis
.pense with any of said offices and or may
combine any Of them, and or may elect such
other officers IS they think proper or con-
vcnient for the carrying on of the 5company's
business, and they shall fix the salaries OF
all officers. agents and employees. AT any
meeting of the beard of directors, any di-
rector absent from the meeting may be rep
resented by any other director, who may east
the vote OF the absent director according to
the written instructions either general or
board of directors nor the common stoek-I
holders shall have authority to place any
mortgage or circumference upor any Of the
property OF the corporation without the con-
sent Of all the preferred stockholders: pros
yided that this shall not apply to the giving
Of crop liens and pledges The hoard of di-
recters shall have authority to make and
establish, az well as alter and amend all by
laws, rules and regulations necessary and
proper for the support and management of
the business and affairs of the corporation
and not inconsistent with this charter: and
within the limitations of this charter they
shall have power to authorize the borrowing
OF money and the issuance of notes, and gen-
orally to do all things necessary or con-
venient for the proper carrying on OF the
business of the corporation $s
Until the general meeting of stockholders
for election of directors to be held on the
second Monday Of February, 1919. or until
their duly qualified successors are elected and
installed, the board of directors shall be cons
posed of Frank Pfeifer, postoffice address No.
All Poydras street, New Orleans, Louisiana;
Clark Lebermuth. Lauderdaie postotfice. Lou-
isiana; Percy A. Lemann. postotfice address
Donaldsonville, Louisiana; and Monte IA.
Lemann, postoffice address No. 1104 Hibernia
Bank Building. New Orleans. Louisiana. OF
the foregoing. Frank Pfefer shall be presI-
dent, Clark Lebermuth vice president, Percy
A. Lemann treasurer, and Monte M. Lemann
secretary.
ARTICLE vi.
T.
modified or amended by vote Of tWo-thirds
Of the entire capital stock of all classes,
present or represented at general meeting
of the stockholders convened for such pur-
pose. after previous notice shall have been
given in the manner above required to be
given of the annual meeting Of the corpora
ton: provided that no change shall be made
in any provision herein relating to the rights
of preferred stockholders. without the unani-
nous consent fof all the preferred stockhold-
ers The capital stock OF the corporation
may be Increased or decreased by proceedings
/ in accordance with the laws of the state OF
Louisiana.
ARTICLE VII.
II this corporation shall be dissolved either
| by limitation or from any other cause. It's
affairs shall be liquidated by three commits.
sioners to be appointed at the meeting o.
liquidation, and to be elected by the vote 81
FALL the stockholders voting upon a parity
Said iiQuidators shall remain in office until
I the affairs of said corporation shall have been
| fully settled and liquidated. and they shall
have full power and authority to transfer
| of the corporation. and to distribute the
proceeds. In case of death. disability 81
Resignation of one or more liauidators, Inc
vacancy shall be filed by the survivor @
Survivors.
| No stakeholder shall ever be held liable o.
Irresponsible for the contracts or faults o.
| said corporation in any further SUM than
1.-THE unpaid balance due on the shares o.
istock owned by him, nor shall any mere IN,
formality in organization have the effect =,
lrendering this charter null. or OF exposins
any stakeholder to any liability beyond ems
amount due on his stock.
In order that this charter may serve ~
1 the original subscription list, the subscribers
hereto have indicated opposite their respee.,.