St. Tammany farmer., 1921-07-16

and amendments thereto.
ARTICLE v.

exercised Dy BOdrQ OF directors 70
be composed of not more than seven
(7) and not less than three CD
stockholders, majority Of whom
sitting at any time shall constitute
quorum, said Directors to be elected
annually on June list Of each year,
beginning 1922 Each stockhOlder
shall be entitled in person, or by
written proxy, to one vote for each
share of the capital stock held by
him and standing in his name on
the books of the corporation, or he
may send his vote by letter, the sig
nature Of which must }be acknoWledg-
ed before a Notary Public or other
officer u,horized to take affidavits.
All elections shall be held under suah
rules and regulations as may be de-
termined by the Board of Directors,
after legal notice Of such election
shall have been given to each stock
holder by mail, sent to his last
known address, or to be published In
one OF the daily newspapers, publish
ed in the English language, in the
Ciy OF New Orleans, for at least fif-
teen (15) days preceding such cleo
ton. The Directors thus elected
shall continue In office until their
successors shall have been duly elect
ed and qualified. No failure to elect
shall be regarded as a forfeiture OF
this charter. Any vacancy occurring
on such Board Of Directors shall be
filled by the remaining directors FOR
the unexpired term, when vacancy
~, o11 ho tn vicf OF
time when the maximum number Of
Directors provided by this Act Of In
corporation are not In Office and ac-
tually so serving. Said Board Of Di-
rectors shall at Its first meeting after
It's election, elect from it's members
a President, one or more Vice-Pres'-
dents, a Secretary and Treasurer.
It may combine the offices Of Sec
retary and Treasurer into one, and
may even elect q Secretary who need
not be a stockholder or director.
Said Board OF Directors shall have
the right and power to appoint and
discharge such clerks and employees
OF the corporation, including the sec
retary, who, Is not a stockholder or
director, as conditions may justify or
the business OF the corporation may
require. The tenure Of Office OF all
Of the employees Of this corporation
shall be during the pleasure of the
Board Of Directors. The Board Of
Directors may, from among it's mem
bers, appoint an Executive Commit
tee, which said committee shall con-
sist Of three members including onc
Of the officers Of the corporation,
and the Board Of Directors may dele
gate such managerial powers as 1t
DEEMS necessary to the Executive
Committee, which said commiIree
shall report at each meeting of the
| Board Of Directors. The Board OF
Directors may name and appoint
such other committees as t may
deem necessary for the purposes Of
the business Of this corporation.
ARTICLE vi.
No stockholder shall ever be held
liable or responsible for the con-
Etracts, faults, debts or duties Of this
| corporation, nor shall any mere in
formality In its organization have
the effect Of rendering this charter
| null, or Of exposing its stockholders
| to any liability beyond that every
| stockholder Of the capital stock of
| this corporation, though not hold
er, shall be personally liable to the
| creditors of this corporation to an
amount only equal to the unpaid
balance on the stock for which he
has subscribed. Transferees shall
not be liable unless 1t be shown that
| hn aLn
| edge of the conditions which would
make the subscriber liable; where
both subscriber and transferee are
liable, the liability shall be in solido
and the liability shall continue as
to both, after any disposal of the
stock. Further, that II stock be
issue for property In violation Of the
provisions of Act 267 Of the General
| Assembly of the State Of Louisiana
for the year 1914 and the amend
ments thereto, or II any dividend OF
other distribution Of the assets he
made other than from net profits, or
II a reduction Of capital be made un-
der the guise Of a loan to stockhold-
ers, or II any report or statement or
public notice shall not be made as
required by law, or II made shall be
false in any material representation.
the Directors Of this corporation vot-
ing or asserting thereto shall be
Jointly and severally liable to the
| creditors of this corporation for any
| loss or damage arising therefrom,
| and In the case Of reports, state
| ments, or public notices required by
law, the officers shall be jointly and
severally liable with the directors, as
above provided, however, that If the
knowledge required for the making
| Of the statement or report prescribed
by law be not practically obta:nable,
the officers or director making it
shall not be liable as herein set out,
| except In accordance with the pro-
visions Of Act 267 Of the General AS
sembly Of the State Of Louisiana and
the amendments thereto on the sui
ject.
ARTICLE VII.
This Act Of Incorporation may b.
changed or altered, or this corpora
tion may be dissolved with the as
sent Of the stockholders owning two
thirds (1-3) Of the issued stock OF
this corporation, or may be further
modified with the consent OF the
stockholders owning three -fourths
(3-4) of the issued stock of this cor
poration; all as is provided by Act
267 Of the General Assembly OF the
State of Louisiana for the year 1914