The herald., 1911-11-02

to sell, transfer, ALLEVIATE or otherwise dis
pose OF the same to give ten days written
notice OF such intention or desire TO the
board OF directors OF the corporation, VINO
are hereby constituted agents OF the other
stockholders for the purpose OF such notice,
and said board of directors shall give imme-
date information thereof In writing, 10 all
the other stockholders Of record. Before
the expiration OF the ten days from the re
ceipt OF said notice by the board Of directors
any shareholder OF record may offer TO pur-
chase, and may acquire the right to pur-
chase. said stock by notifying the board OF
directors in writing and thereafter shall de-
poSit the price of said stock in cash with the
corporation on or before the expiration Of
eighty DAYS from the last mentioned date.
Upon receipt Of the first mentioned no.
tice, the board OF directors shall advise the
person owning said stock, his agent or repre-
sentative. to join with said board in fixing
the value OF said stock, which value shall
be established on the basis OF the last an.
nual or semi-annual statement or report OF
the corporation and the last monthly trial
balance preceding the date OF such notice,
and to the value thus found and established
| there shall be added twenty-five per cent,
and the sum thus found and established shall
constitute the value and price of said stock.
If within twenty four hours after such
notice. the owner, his agent or representa-
| tive does not join with the board in estab-
| fishing the price or value or the stock, the
board may proceed without further delay to
fix the said value, using the report and
trial balance aforesaid for that purpose,
which writings are declared TO be conclusive
evidence for and against all parties In inter-
est In the premises. whether the value Is
established by the joint act OF the owner,
his agent, widow, heir or representatives or
by the board OF directors acting in default
of the cooperation Of said person or per.
sons.
Upon receipt Of the offer or acceptance OF
any shareholder to purchase said stock and
upon obtaining guarantee satisfactory 10
sa Id board for the price thereof the board
directors OF 70
thereof to the owner OF the stock, his agent
or representative, and before the expiration
OF the period OF eighty days aforesaid shall
call " the certificate or certificates repre-
senting such stock and pay the price or
value thereof and cause the same to be
transferred on the books to the purchaser.
Second The preference, option and right
of purchase heretofore vested by paragraph
First in the other shareholders shall exist
in full force and effect in their favor to &C
quirc the shares OF stock of a deceased
StOckhOlder, and the fOrmalities and course
OF procedure, the terms, conditions. stipula-
lions and delays hereinabove established in
said paragraph shall apply In all respects TO
the procedure TO be followed In case OF
death. Immediately upon receipt OF infor-
nation OF the death OF any shareholder, 1t
shall be the duty Of the board of directors to
cause the necessary steps to be taken to
carry out and enforce these provisions
Third The preference, option and right
OF purchase hereinabove established shall
run in favor of each shareholder Of record
for his virile share In proportion to his ex-
listing holdings in the stock. but should any
shareholder fail to exercise his right in this
regard his rights shall pass TO and be alb
sOrbed by the other shareholders, provided
that the owner, his widow, heirs or legal
representatives, as the case NAV be, shall
not be obliged to deliver said stock unless
the offers 10 purchase the same shall include
and cover the entirety Of the offerings under
paragraph First or all of the holdings under
| paragraph Second.
Fourth. All certificates OF stock shall
| bear upon their face brief reference to the
| rights herein established in favor of the
| stockholders"
As the whole more fully appears by the
| annexed certified copy of the minutes OF said
| meeting made part hereof.
Thus done and passed in my Office on the
| day, month and year first above written, In
| the presence Of Frank B. Twomey and Frank
j: Basile, competent witnesses, who have
signed with appearers and me, the notary,
| after reading the whole.
Original signed) Ernest Lee Jahncke
| Paul +. Jahncke.
| +. H. Twomey, F. J. Basile.
| FELIX J. DREYFoUs. Not. Pub
/. the undersigned, recorder Of mortgages
| in and for the parish of Orleans and state
OF Louisiana, do hereby certify that the
OF incorporation of the "St. Tammany Ship
Yard was this day duly recorded in my Of
nee. in book -, folio =.
New Orleans, August 10, 1911.
| (Signed)
EMILE LEONARD, d. r.
A true copy from the original act:
| FELIX j. DREYFoUs, Not. Pub
| (Seall 204 L. 4 L. & G. Building