The Donaldsonville chief. [volume] (Donaldsonville, La.) 1871-current, 1918-02-23

three hundred f30O) shares of the par value
of one hundred t$100) dollars per share
The amount of stock may be increased 70
five hundred thousand ($500,000) dollars.
The whole any portion of said stock may
be issued and delivered to any person, firm
or corporation for the acquisition of the 7
rights. privileges property owned or con-
trol1ed by such person, firm or corporation,
for the fair value thereof as appraised by
the board of directors; and the board Of di-
rectors hereinafter created is specially au-
thorized to issue and dispose of the stock
for any and ali purposes in its Judgment
may seem fair and proper. 81
ARTICLE v. u
All the powers of this corporation shall be
vested in and exercised by a board composed
of not less than three (3) nor more than
seven Cd directors. 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 4
that purpose Said board of directors shall
be elected annually by ballot, at stockhold-
ers' meeting called Cor that purpose on the
second Monday in Februarysof each year. Tor
the next legal day. if that be a holiday. af-
ter due notice given to the stockholders by
mail. at least fifteen days before the date Of
said meeting Each holder of stock shaEs 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 east
shall elect. The board of directors shall
have the power to fill all 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 are to be
filed. Failure to- elect directors on the day
above specified shall not dissolve the corr
poratioq, but the directors then in office shall
remain in office until their successors are
elected and qualify. The board shall elect
from their number president. a vice presi-
IL knx,l
may dispense with any Of said Offices and
or may combine any of them, and or may
elect such. other officers twho need not be
members Of the board OF stockholders1 rs
carrying on OF the cornpany's business. and
they shall fix the salaries of all officers,
agents and employees. At any meeting Of
the board of directors any director absent
from the meeting may be represented 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. The board Of directors
shall have authority to make and establish,
as we'll as alter and amend. all bylaws,
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 thay
shall have power to authorize the borrowing
of money and the issuance of notes and the
orally to do all things necessary con-
venient for the proper carrying on OF the
business of the corporation.
Until the general meeting of stockholders
for election OF directors to be held on the
second Monday of February 1918, or until
their duly qualified successors are elected
and installed. the board of directors shall be
composed of: Ferdinand B. Lemann. post
office address, Donaldsonville. La; Monte M.
Building, New Orleans, La: Arthur A.
Lemann. postoffics address. Donaldsonyil1e,
La; Lazard Kahn, postoffice address, Hamil-
ton. Ohio; and Robert H. Polack, postofficc
address, $40 Union Street, New Orleans. La.
Of these. Ferdinand B. Lemann shall be
president, Lazard Kahn vice president, and
Monte M. Lemann secretary.
!. ARTICLE VI.
This act of incorporation may be changed,
modified or amended, or the corporation dis
solved, by q vote of two-thirds of the en-
tire capital stock present or represented at
a general meeting of the stockholders COM
vened for such purpose after previous notice
shall have been given in the manner above
required to be given of the annual meeting
of the corporation.
| ARTICLE VII
If this corporation shall be dissolved,
either by limitation from any other cause.
its affairs shall be liquidated by three COM
missioners to be appointed at the meeting Of
Stockholders convened for the purpose Of
liquidation, and to be elected by the vote OF
all the stockholders voting upon a parity
Said iquidators shall remain in office until
the affairs of the corporation shall have been
fully settled and 1iquidated, 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 pro-
ceeds In ease Of death, disability or res
ignation Of one or more liquidators, the vac
vivors.
ARTICLE VIII
! No stakeholder shall ever be held liable or
responsible for the contracts or faults of
said corporation in any further sum than the
unpaid balance due on the shares of stock
owned by him. nor shall any mere nformality
in organization have the effect of rendering
this charter null or of exposing any stock
holder 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.
There is annexed hereto, to be read in
connection herewith, an accurate, detailed
and itemized description, giving amount los
cation. extent. character and state of im-
provement. together with statement OF
values as appraised by the directors, of GER
| tain property to be conveyed to the corpora
ton in satisfaction of certain subscriptions
to its capital stock.
Thus done and passed at my office at
Donaldsonville, Louisiana, on the day, month
and year herein first above written, in the
tpresence of J. E. Blum and Myer Lemanns
competent witnesses, VINO nave hereunLo SUD
scribed their names together with me. notary,
and the said appearers, after due reading OF
the whole.
Original signed.)
tNAMES OF SUBSCRIBERS OMITTED. n
| Witnesses:
j. =. BLUM.
MYER LEMANN.
u.s.) WALTER LEMANN.
Notary Public.
State of Louisiana, Parish of Ascension
1 / do hereby certify the above and forego,ng
to be duly recorded in Book of Charters No.
In faith whereof. witness my hand ana
seal Of office at DonaldsonvilIe, La, this slss
day of January, 1918.
tsigned1 j. S. BARMAN.
fLs.1 Clerk and Recorder.
certify the above and foregoing to be-
true and correct copy of the original on
| Ale in NV nfficp nf subscribers being