The Donaldsonville chief. [volume] (Donaldsonville, La.) 1871-current, 1918-02-09
ARTICLE v.

ARTICLE v. S
y All the powers of this corporation shall IS
vested in and exercised by board composed Il
of not less than four nor more than nine a. Il
rectors. The precise number of director.
within said limit shall be fixed by the yota +
of the stockholders at the annual meeting or
at q special meeting called for that purpose
Said board of directors shall be elected an.
nually by ballot, at stockholders meetinu
called for that purpose on the second Mon
da On February of each year Tor the next
legal day, if that be holiday, after due
1Qtice given to the stockholders by mail. at
aehst 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. Tie 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
carving out the provisions hereinabove set
out 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 all vacancies whichamay occur or in any
manner arise or be creafd on the board, even
though no quorum remain at the time such
vacancies are to be filed Failure to elect
directors on the day above specified shall not
dissolve the corporation. but the directors
then in office shall remain in office until their
successors are elected and qualify. The
board shall elect from their number press-
dent, vice president, secretary and a
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 as they think proper or con-
yen;ent for the carrying on OF the company's
business, and they shall fix the salaries OF
ali officers, agents and employees. At any
meeting of the board of directors, any di-
rector absent from the meeting may be rep-5
resented by any other director. who may cast
the vote of the absent director according to
the written instructions, either general or
special. of said absent director. Neither the
board of directors nor the common stock
holders shall have authority to place any
mortgage or encumbrance upon any of the
nroperty of the corporation without the con-
sent of all the preferred stockholders; pros
<vided that this shall not apply to the giving
of crop liens and pledges. The board of di-
rect shall have authority to make and
establish, as 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
shsil have power to authorize the borrowing
of money and the issuance of notes, and gen-
orally to do all things. necessary or cons
xenient for the proper carrying on OF the
business of the corporation.
Until the gsxeral 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
inst allied, the board of directors shall be COM
posed of Frank Pfeifer. postoffice address No.
43l Poydras street, New Orleans, Louisiana:
Clark Lebermuth. Lauderdale postoffice. Lou
isiana; Percy A. Lemann. postoflce address
Donaldsonville, Louisiana; and Monte M
Lemann. postoffice address No. 11o4 Hibernia
Bank Building, New Orleans, LouIs,ana. "
the foregoing Frank Pfeifer shall be presi-
dent, Clark Lebermuth vice president. Percy
A. Lemann treasurer, and Monte M. Lemann
secretary.
This act of incorporation may be changed.
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 puf-
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 of all the preferred stoekhoid-
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.
RI this corporation shall be dissolved. either.
by limitation or from any other cause. les
affairs shall be iquidated by three commis.
5iorers to be appointed at the meeting o.
liquidation, and to be elected by the vote 81
all the stockholders voting upon parity.
Said iquidators shall remain in office until
the affairs of said corporatioA shall have been
fully settled and liquidated. and they shall
have full power and authority to transfer
and give title to all the property and assets
of the corporation and to distribute the
proceeds. In case of death. disability or
resignation of one or more hquldators, the
vacancy shall be Allied BY the survivor Or
survivors.
ARTICLE VIII.
No stakeholder shall ever be held liable or
responsible for the contracts OF fauits OF
said corporation in any further sum than
the unpaid balance due on the shares Of
stock owned by him, nor skill any mere IN
formality in organization have the effect Of
rendering this charter null. or OF exposing
any stockholder to any liability beyond the
amount due on his stock
In order that this charter may serve as
the original subscription list, the subscribers
hereto have indicated opposite their respect
i've signatures the number of shares OF STOCK
subscribed for by each of them.
Thus done and passed at my office at New
Orleans, Louisiana, on the day, month and
year first above written, in the presence OF
Myer Lernann and +. 3. Lemann and xvonne
Goodrich and Nellie Dillon. competent Wit
nesses who, have hereunto subscribed their
names, together with me, notary, and the
said appearers, after due reading OF the
whole. (Orlginal SlRnedo
Una M Els OE OobOSNADG1A SAsAA : A1S1"
Witnesses:
MYER LEMANN,
F. B. LEMANN,
YVONNE GOODRICH.
NELLIE DILLON.
WATTS X. LEvERICH.
Notary Public.
hereby certify that the foregoing is
true and correct copy of the original charter
passed before me this 18th day of January,
1918. 5a5
{L.s.) Signed: WATTS K. LEVERICH.
State Of Louisiana, Parish of Ascension
/ do hereby certify the above and foregoing
to be duly recorded in Book of Charters No.
l.. folio 4.
In faith whereof. witness my hand and
seal Of office at Donaldsenville. La, this
GARD day of January, 1918.
Signed: A. j. BABIN,
by. Clerk and Recorder.
certify the above and foregoing to be
true copy of 4 certified copy on file in my
Gffice, names of subscribers being omitted.
Signed: A. ]. BABIN,
by. Clerk of Court
NOTICE TO STOCKHOLDERS
- of the
South Louisiana Fair Association.
IN CONFORMITY with article " of the