St. Tammany farmer. [volume] (Covington, La.) 1874-current, 1921-07-30

not be liable unless it be shown that
the stock was acquired with knoWl-
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 il 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 If any dividend or
other distribution of the assets he
made other than from net profits, or
IL production of capital be made I'M
der the guise Of loan to stockhOld-
ers, or If any report or statement or
public notice shall not be made as
1requireds by law, or if made shall be
false in any material representation.
the Directors of this corporation vot-
ing or asserting thereto shall be
Jointly and seyerally 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 II the
knowledge required for the making
OF the statement or report prescribed
by law be not practically obtainable,
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 sub
ject.
| ARTICLE VII.
This Act of Incorporation may be
changed or altered, or this corpora.
ton 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
and the amendments thereto, at a
/
ed for that purpose and after due
notice shall have been given to each
| Of said stockholders as provided for
in Article V of this charter or Act Of
Incorporation, except that Whenever
IN the Judgment of the Board of Di-
rectors it shall be deemed advisabl
and for the benefit of said corpora
| ton that it should be dissolved, the
! Board of Directors within ten (10)
days after the adoption of a resoIu-
ton to that effect by Majority Of
| the whole Board Of Directors, at a
meeting called for that purpose, Of
which meeting each Director shall
have received at least three 60 days
notice, shall cause notice of the
| adoption Of such resolution to be
mailed to each stakeholder, together
| with notice of the meeting Of
stockholders to be held in the Office
OF the corporation to take action up
on the resolution SO adopted by the
Board of Directors. In case OF the
dissolution of this corporation, by
the expiration Of it's charter or other
| wise the stockholders shall elec,
three CD stockholders from among
it's members who shall have full pow
er and authority to lfquidate and
settle the business and affairs of this
company. In case of death or dis
ability of any of said liquidators, the
a successor or successors to him or
them.
I ARTICLE VIII.
Until the election to be held on
June i, 1922, the following stock
holders shall constitute the first
Board Of Directors:
John P. Rausch, John T. Rausch
E. Watson Wood, Edward Daniel
Wood, H. A. Black and w. C.
Rhodes, with the said John P.
Rausch as President; H. A. Black as
Vice-President, and E. Watson Wood
as Secretary-Treasurer, the respec-
tive addresses of these officers and
directors being as follows: John P
Rausch, Abita Springs, louisiana;
John T. Rausch, Abita Springs, Lou
isiana; E. Watson Wood, 521 Hi
| hernia Bank Bldg, New Orleans,
La; Edward Daniel Wood, 521 Hi
| hernia Bank Bldg, New Orleans,
La; H. A. Black, 521 Hibernja Bank
| Bldg, New Orleans, La; w. G..
Rhodes, -521 Hibernia aBnk Bldg,
New Orleans, La.
ARTICLE TX.
The capital stock of this corpora
ton, after having been transferred
from this company to a subscriber
thereof, shall not be sold or trans
ferred or offered for sale or trans
fer by said subscriber without first
having offered said stock to this cor
poration at the then market or book
value thereof, which market price
shall be ascertained from the then
prevailing market price of such
stock, If such a price prevail at such
time, when if not, the book value Of
such stock shall be ascertained either
by an agreement of the parties or Of
two competent and experienced bust
ness men, one to be chosen by the
subscriber, and the other to be chos-
en- by the corporation, or the stock
holder or stockholders prospective
purchaser or purchasers, when if
said two parties cannot agree upon
a book value, said two parties SO
chosen to choose third party, when
the majority opinion shall prevail.
In the event of the demise of hold
er or holders of the stock of this
corporation, the Administrator, FIX
ecutor or Representative of his estate
Is to Immediately tender such stock