The St. Mary banner. (Franklin, Parish of St. Mary, La.) 1889-1931, 1919-07-12


transferred to such person - he may
designate.
No stock shall be transferred except
on tho books Of the corporation. and the
person to whom the shares are trans
ferred shall receipt for same.
On the death OF any stakeholder. his
legal representative shall be entitled to
assume control Of aud transfer said
stock to his name.
STOCKHOLDERS MEETING.
Stockholders meetings for election Of
Directors shall be held annually as pro-
vided in the charter, at tho dOmicile Of
the corporation, and notice thereof
must be delivered personally or by de-
posting 10 the Post Office. properly ad-
dressed to each stOckholder at least
fifteen days before such meeting. At
least two days before said meeting,
complete list Of the stockholders entitled
to vote, shall be opened to inspection
BY the stockholders at the place Of said
meeting.
Other stockholders meeting may be
held when ordered by the Boarl Of
Directors or the holders Of twenty-fivep per
cent of outstanding stock. Notice to oil
stockholders meetings other than ad-
jnurned meetings, shall be given in the
manner prescriOed for stockholders
meetings for the election Of Directors,
unless such notice be waived by unani-
nous consent, provided tn II no notice
is required when such meeting is ad-
j,urned to a given date.
AT all meeti1gs of stockholders, each
stakeholder shall be entitled to one vote,
to be cast in person or by proxy, upon
all questions OF amending the act OF
corporation, increasing or decreasing
the capital stock, or dissolving the cor
pOratiOn; upon all other questions pre-
senting themselves at any stockholders
meeting, each stockbolder shall be en-.
titled 10 one vote for each share OF
stock held by him, to be cast in person
or by proxy, up to the amount OF ten
votes and no more, regardless Of the
number Of shares by him owned in ex-
cess of ten shares.
ARTICLE
BOARD OF DIRECTORS.
All the powers of said corporation
shall be vested in and exercised by =
Board of Directors, to be composed OF
not less than three nor more than nine
(9) stockholders, to be elected annually,
on the first Monday in April of each
year, except the first Board appointed
in this charter, WHO shall hold their
office until the first Monday in April,
1920. The stockholders before proceed
lug to elect Board Of Directors at each
annual meeting. shall tx the number
thereof, within the limits above pre-
scribed, a maj ,rity Of whom shall c3n.
sIitu,e a quorum. All such elections
shall he held by ballot anil conducted at
supervision of three ,mmissioners, to
be appointed by the Board Of Directors
Any vacancy occurring am )n5 the
Directors by death, resignation. or
otherwise, shall be filed By election for
the remainder OF the tern by the re.
maining Directors. Failure - elect
Directors upon the date above specified
shall not dissolve thu corporation nor i'm
pair its corporate man .gement, but the
Directors then ia Office shall remain
in office until their successors are elect.
ed aud qualified Tue Board Of Direc.
tors shall elect from among their num-
Der a President. . Vice-President, u
secretary aud Treasurer Che office Of
Secretary and Treasurer can be held by
one and tho same person). The Board
may from time to time appoint all such
officers and agents as they may deem
necessary for the purpose and business
of the corporation. They shall have
power TO Ill and define tho duties and
puwers of all other officers and em-
ployees, and fix the salaries of same.
and all officers aud employees shall
hold Office and employment at tho piea.
sure Of the Bosrd. The Board may
make and establish, as we'll AZ alter aud
amsnd soy and xll bylaws, rules and
regu lations necessary and proper ip it's
judgment for the conduct, support and
management of the business and at airs
of said corporation. Tue Board shall
have full power aud authority to borrow or
loan money, t., execute aud receive
mortgages and liens, to issue bonds,
notes and other obiiga.i ms, ~ create
servitpdes and generally to do all things
reasonable, convenient aud necessary
for tine proper Carr, ing on Of the BUSH
ness Of the corporation. Every Direc- F,
tor in the Case Of his absence from the
Parish of St. Mary, or State of Louisi- |
ana, shall! have the power and authority
to appoint, in Whiting, q stakeholder,
or any member Of the Board OF Direct
ors, of the Company, rs his proxy, to
sit 10 his lieu and stea at all meelings,
of the Board Of Directors, aud u repre-
sent him at such meeting, ~ fully as
though he himself were present. Such
proxies must be filed with the Secretary
of the Company.
ARTICLE vi.
LIQUIDATION.
Whenever this corporaiion may be dis
solved, either by limitation. or from \ y
other caus", its affairs shall he liqnnia,ed
by three comm ssioners to be app tinted