The St. Mary banner., 1920-07-10

Each s'"rkholder. except as hereinafter pro
vid"d shall b" rntlrlrl to one vote for each
Stare Of the capital stock held by him iii per
son. or by proxy
The dDmicle OF THIS company Is hereby
iii a Franklin Parish Of 81. Mary. Stat
uf Louis ina. whore all legal process shah be
-.rfa ai provided hv law
ARTICLE VII.
The capital stock Of this corporatjon shall
r. ONE HUNDRED THOUSAND DOLLARS
.sI@@".oool, divided into ONE THorSANn.
ur%DRrD DolARs lsIoo} 81 5''pS pSch ali N Of
sns' stock 10 he fully paid aud non a>se,sabe.
Al stock Shall be paid for il cash. Stock
not subscribed for ~ the time III Incorporation
may be iS>ned At the Will Of the Directors and
! sold for such sums, not less than par. and upon
such terms OF payment as the Directors may
| elect.
said ONE THOUSAND u.Ooo> shares of
stock shall he divided into two classes. known
aS PREFERRED STOCK and COMMON
| STOCK, and the aggregate amount of such
no tim" exceed ONE HUNDRED THOU
SAND DOLLARS CS10o,0o0) par value
PREFERRED STOCK
Preferred Stock shall he preferred both as
TO principal and dividends over the Common
| Stor@ hereinafter provided for and in any sale
| OF he aaSet> Of the CORPORATION. or in any
liquidation Of the c"rporatiOn all Preferred
Stock outstanding shan he paid by preference
| and priority in fun with all accrued dividends
| before any payment is made upon the Common
| Stock.
Said Preferred Stock shall bear an annual
| cumulative dividend of slx per cent (6Tc }.
payable annually. commencing with September
LIST. 1921. and such dividend shall be guaran-
terd 10 tn" holders thereof. All stock of origi-
nal issue under this charter shah be PRE-
FERRED STOCK.
said Preferred Stock shall have fun voting
power and except hereinafter provided
for the Directors and Officers of this corpora
tion shall be elected from among the holders
of such Preferred Stock and the Common
stock shall have no voting power whatsoever.
t'pfflfrIfpS IrpfprrpI Stock
shall have printed across the face thereof the
words ''PREFERRED STOCK"
No Preferred Stock shall be sold by any
holder thereof without first being offered to
the Board Of Directors of this corporation
which corporation shall have the exclusive
right for period of thirty days from the
date Of such offer 10 buy the same for its
count at price not exceeding par, and a.
cTued dividends: and stock purchased
shall thereafter be held Treasury Stock
by the corporation and may be resold by the cor
poratiOn if the Board of Directors so elects.
COMMON STOCK.
Common Stock shall be held by members Of
OF ELKS of the UNITED STATES OF
AMERICA or by FRANKLIN LODGE No. |
1887. BENEVOLENT PROTECTIVE OR
DER OF ELkS of the UNITED STATES OF |
AMERICA. and shall bear only such dividends
as the Board of Directors of this corporation |
NAV elect.
value of One Hundred Dollars (sl00) share
and shall be issued only in lieu of Preferred |
Stock upon cancellation and retirement of the
same number Of shares Of Preferred Stock in
lieu of which it is issued
SAID Common Stock once issued shall not
thereafter be changed by any means into Pre-
ferred Stock nor reissued such; shall
said Common Stock ever be considered stock
of original issue.
Common Stock shall have no voting powcy
until the amount thereof outstanding shah
equal, or exceed in par value, sixty per cent
5000 Of the aggregate par value of the Pre-
ferred Stock and Common Stock outstanding
Whenever the Common Stock outstanding shall
equal, or exceed in par value. sixty per cent
5000 of all Common stock and Preferred
Stock outstanding, said Common Stock except
as otherwise provided herein. shall have the
same rights of voting and management the
Preferred Stock and the owners thereof shall
be entitled to the same rights and privileges
TO participate in the management and control
Of the company as the holders of Preferred
Stock. Ii is provided, however. that this
shall not be construed as to entitle the
holders Of the Common Stock to a pro rata
distribution Of the assets with the Preferred
Stock, nor 10 the payment of any dividend |
to the holders Of Preferred Stock
All certificates of shares OF Common Stock
,ha haze printed across their face the words
No Common Stock Of this corporation shall
re sold by any holder thereof to any person :
1ther than FRANKLIN LODGE NO. 1897. i
PROTECTIVE ORDER OF II
ELKS of the UNITED STATES OF AMER t
Ca. Or member in good standing of the 5
BENEVOLENT PROTECTIVE ORDER OF ELkS
# the UNITED STATES OF AMERICA. and I
,ny to such person after it has been offered to .
he TRUSTEES Of said FRANKLIN LODGE NO {
3SI, who shall have the exclusive right for +
period of thirty days from the date Of such :
FER TO buy the same for the account of the
aid Lodge at price not exceeding par and
ccrued dividends. Stock so purchased by
he TRC CSTEES shall thereafter be held by the
RUSTEES of said FRANKLIN LODGE No |
3S7 for the benefit Of such Lodge or reSoId
y such Trustees to the members of such
odge as the Trustees may elect
The Trustees Of said FRANKLIN LODGE
o. 1887, shall likewise have the power of
'tiring the Preferred Stock of this corpora
on or OF having the same called in and re
sued as Common Stock in accordance with
e provisions of Article VIII.
ARTICLE VIII
This corporation being organized primarily
En- the purpose Of enabling FRANKLIN
EC11FE ORDER OF ELKS of the UNITED |
rATES OF AMERICA, to acquire its own
ONE and not for profit. it is provided that so
ng, at said FRANKLIN LODGE NO. 1897
all pay rental sufficient to pay said divi-
nd of six per cent t6fe upon the Preferred
ock outstanding with fire insurance and
ch repairs and other expenses are neces
ry to MAINTAIN the property in good bust
ssilke condition, then that the property of
: company shall not be leased rented 10
Ter party or parties; provided. that should
sad Lodge become dormant. or surrender
lose its charter, or otherwise unable TO nav
amount sufficient TO pay such dividend and
intenance. then that the property of the
poTatIon may De USED Tor commercial Dur
'es sold, disposed of. rented thereafter
any person, OF persons
It is stipulated, however and understood
t said FRANKLIN LODGE NO. 1897 shall
all times have the right to rent out or sub
Sc any, or all, of said property for any
ful purpose.
1t is further stipulated, as charter pro
on, that whenever on the first day of June
the first day of December of any year. or
RS, the Board Of Trustees of the said Lodge
1887 shall. by written notice to the
rd of Directors OF this corporation, signify
r desire on behalf Of and for the said
ge to purchase any of the Preferred Stock
his corporation at its par value then that
Board of Directors shall notify, through
Secretary, the Preferred Stockholders OF
corporation; and the Preferred Stock TO
purchased shall be determined by lot and
holder. or holders of the stock so drawn