- 4 -
personal debts, in which event persons who were not Marrero
family members would become stockholders of Marrero Land.
Principally because of the foregoing concerns, Mr. Barkley
initiated steps to amend article VI, which did not specifically
address the situation in which the stock of one of the Company's
stockholders was to be sold in order to repay the debt of that
stockholder. Mr. Barkley asked Graham Stafford (Mr. Stafford),
Marrero Land's attorney, to review article VI, advise the Company
what it should do in order to address the concerns that persons
who were not Marrero family members might become stockholders,
and provide suggestions to the Company with respect to updating
and modernizing the language of article VI.
Mr. Stafford, working with Mr. Barkley, recommended that the
Company's stockholders amend article VI to provide as follows:
a - All sales, assignments, exchanges, transfers,
donations, or other dispositions of the shares of the
capital stock of this corporation shall be made on the
books of the corporation and in accordance with this
Article VI. Each share of the capital stock of this
corporation is issued on the condition that any trans-
fer in violation of this Article VI shall be void and
the corporation shall be under no obligation to trans-
fer such shares on its books, pay dividends to, or
otherwise regard the holder thereof as a shareholder of
this corporation. Each certificate of stock represent-
ing shares of this corporation shall bear a legend
making reference to this Article VI.
b - If any shareholder of the corporation desires
to sell, assign, exchange, transfer, donate, or oth-
erwise dispose of shares of the capital stock of the
corporation, he shall first offer such shares to the
corporation by giving written notice to the corpora-
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