The New Orleans Democrat., 1876-01-06
CHARTER.

sale and transfer then the same cannot be solo
or ref refusal 's Of the mnaeers must be In within wrtin,
and deposited with the persons whose duty !
may be to make or allow the transfer to be nad'
consent or refusal must contain the full name O
the stoekholder, the number Of shares he pro
poses to sell or transfer the full name and resi-
dence of the proposed trHnsferee. And the prje,
OF the stock. all sudh written consents or refu
sails shall be preserved among the archives Of tn,
corporation for future reference. afl e
ARTICLE XII.
The original subscribers to the stock OF this
corporation shall at oil times have the refusal
any and oil stock proposed 10 be sold cr trans
ferred at the proposed price and terms thereof
ana after the refusal or neglect Of the origina
subscribers to become the purchasers Of sucl
stock. then those who have become subscribers
TO or owners OF the stock subsequent to the for
nation OF this corporation. shall have the refu
same terms.
ARTICLE XII. sf
The stock shall be transferred only on the
books OF the corporation and the said stock, or
the price thereof. sought TO be transferred, shal
be liable for all demands OF the corporation o
what nature soeyer. whether exigible or not
against any and every stockhoder proposing tC
sell or transfer his stock the stock Of each ant
every stakeholder shall stand pledged 10 the cor.
poratloD for all demands claims as hereinbe-
fore stated which the corporation may have OF
hold against each and every stockhol1er and thS
substance Of this article shall be written u
printed on the face Of each certificate of stock.
ARTICLE XIII.
Tho corporation shall be- managed, governed
controlled. carried on and conducted by q board
consisting OF five managers to be taken from
among the stockholders. No one can be a man
aeer unless he owns one or more full shares oI
stock Of this corporation. This Board OF Man
President OF said board, who shall hold his Office
for one year, unless sooner removed. A naiorj-
~ OF the whole number Of managers may at any
time remove their President and immedatefy
elect another from their own number In his stead
The Board OF Managers shall have the right to
enact such rules and bylaws for their govern
yided the same do not violate the provisions ID
this charter, the constitution and laws Of this
State OF tho United States.
ARTICLE XIV.
The Board Of Managers may distribute the
duties W be performed by them among their
own number as they may deem right and proper
The said board NAV engage the services Of each
employee and subordinates or either, as they
may deem necessary and proper to carry ON the
business Of tho corporation, all OF whom shall
be known by such names as the Board Of Mama
gers, may assign to them or each Of them, and
all Of whom shall hold their respective positions
during the pleasure of said board.
ARTICLE XIV.
The Board OF Managers shall meet monthly
on such day and hour as the board may desig-
nate. to transact the business of the cornoratifn
quorum for business 81 majority Of whom shall
control The president Of the Board Of Managers
or any Two members OF the board, NAV call the
board together whenever they may deem 1t no.
eessary and proper for the interest Of the cor
ARTICLE XVI.
The president Of the Board OF Managers on
the person representing such president, shall be
the proper party upon whom judicial process
and oil other notices shall be served.
ARTICLE XVII.
Should the president of the Board OF Managers
be absent sick. or otherwise disqualified 10 at
tend to the business of the corporation then the
board shall designate some other member o
their body to act as president pro tempore.
ARTICLE XVIII.
regular set of books Of accounts shall be
kept, in which all the business OF the corporation
shall DO regularly entered Said books and all
receipts and vouchers OF the corporation shall al
all proper times be open to the inspection of anv
stockholder oil SAID corporation.
ARTICLE XIX. uei
All the funds Of the corporation on hand shal
be kept in some Incorporated bank doing busi-
ness IN this city. and no money shall be drawn
dent of he Board of Managers m sic +,
such person as the board may designate. The
surplus funds belonging to the corporation shall
special mortgage on well improved real estate
located in this city, worth double the amount
loaned.
No dividend less than five per cent upon the
amount of stock actually subscribed and taken
shall ever be made: % dividend not less thar
herein above stated may bo declared whenever
q majority OF the whole number of managers
may consider, it for the interest of tho corpora
ton to do SO. but no dividend shall ever be de-
clared until the whole amount Of stock shall be
value of the stock. the property Of the corpora
ton. real personal and mixed. shall be es-
timated at it's actual cash value and no more.
ARTICLE XXI. t
Receipts or vouchers shall be taken and care
fully preserved for all moneys paid out Said
md n
the person to whom the amount was paid and
also the purposes for which it was paid.
ARTICLE KILL
The following persons shall constitute the frs,
Henry d. Ogden. Eugene Waggaman. Thomas
G. w. Ellis and Edward Booth The said board
shall have power to ill all vacancies that may
% vote Of three-fourths of the whole number ol
managers any member Of their board may for
cause he expelled. and the reasons for such ex-
pulsion must be assigned in writing, and the
accused furnished with o duly certified copy
thereof. The accused shall have % fair and full
trial. and every reasonable and proper oppOrtu-
nifty OF defending himself
ARTICLE XIII.
The stockholders may by vote Of majority
In number and amount OF the whole number Of
removefrom office all the managers
or memberor members thereof. and elect u new
board or fill the places OF those removed.
ARTICLE XIV.
The said corporation, through its managers
shall have the right to acquire all property real
personal and mixed. or either. which may be
necessary TO enable it to carry on its Legitimate
business operations. and " may in the same
manner acquire property Upon which the cor
poration has mortgage or lien security or
otherwise. in order thus to protect and secure
the interest Of said corporation. And the said
corporation shall also have tho right through
its managers, to mortgage, pledge or sell It's
property, real. personal and mixcd.
ARTICLE XIV.
All meetings Of the stockholders shall be held
after twenty days advertisement In - conspicu-
Gus part Of the paper published by the corpora
ton; in default Of such paper, then in some
other paper OF general circulation in this city
stating the day. hour and place Of such meeting.
All meetings Of the stockholders shall be called
to order and presided over by the President Of
the Board of Managers A majority Of the stock
ness. In case Of u called meeting Of stockhold-
said call. -
ARTICLE XVI
Tho managers shall be elected by the stock
holders, each stakeholder casting one vote and
u majority Of the votes cast shall elect Elections
for managers shall be held at the office Of the
corporation after due public notice, on the first
Monday Of October OF each and every year, and
they shall continue in office for one year, or until
their SUCCESSORS are duly elected and installed.
ALI officers and managers will hold over and
until their Successors shall take their places
in number and amount: but no
l.fk md off rx,