The herald., 1911-02-09
to this corporation, which said stock shall
he fnll ma Id and M SasSa HE

as soon as one hundred thousand dollars
| (S1OO,00O.0O) OF its capital stock is sub
| scribed and paid for, as above provided
The shares OF this stock shall be trans
| ferable only on the books of this corpora
| tiOn, and no transfer Of stock shall be bind
| ing or have any effect upon this corporation
| unless, and until, made upon its books
and a prior lean on all shares OF stock
| shall be retained by this company on the
stock of any shareholder for any indebted
ness, secured or unsecured, however evil
denced or created, due at any time to the
! company by the holder OF said stock, and
| all transfers OF stock shall be made sub
| ject to these conditions.
ARTICLE V.
All the corporate powers OF this corpOr-
alton shall be vested in, and exercised by
| a Board OF three directors, who shall each
| be a stakeholder in this corporation, a ma
| jority OF whom shall constitute a quorum
| for the transaction Of all business, and
majority vote at any meeting shall de-
| eide all questions voted upon.
Said directors shall be elected annually
| from the stockholders on the first Tuesday
Of January OF each year, after due notice
OF said meeting shall have been given TO
| each stakeholder, sent by mail TO his last
known address, ten days. prior to the said
election held, which said notice, or any
| other notice required by this cnarter may
be waived in writing.
At said election, and at all other meet
| ings OF the stockholders, the vote shall be
| BY ballot, and each share of stock shall be
| entitled to one vote, TO be cast by the owner
! in person or by written proxy. The ma
| jority OF stock, voted at any stockholders
/ meeting shall decide all questions voted
upon except as otherwise provided.
| The officers OF this corporation shall be
/ a President. a Vice President, and Sec
rotary Treasurer. The first Board OF Direc-
tors OF this corporation is hereby declared
/ to be: John F. Payne, w. l.. McWhite.
and Walter B. Chilean; with the said John
| White as Vice President, and the said
| Walter r. Chilean as Secretary-Treasurer.
| Which said Board and officers shall hold
their respective offices until the first Tues
| day in January, 1911, or until their sue
ceSsOrs are duly elected and qualified at
which said date, and annually thereafter.
the stockholders shall elect board OF
three directors. as herein provided, and
said board shall. within two days after
their election, elect from among their
number a President and Vice President.
urer, who may. or may not. be member
OF said board or stakeholder, in the dis
erection Of the Board OF Directors. A fail
ure TO hold an annual election or to elect
officers as herein provided for. shall not
/ result in the dissolution of this corpora
ton. but the then Board OF Directors and
officers shall hold their respective offices
| ANY vacancies occurring on said Board
OF Directors shall be filed by the remain
ing members Of said board for the une1.
pired term. at a meeting called for that
purpose. after ten days prior notice in
} writing sent by mail to said directors at
! their last known addresses and II the said
board fails to elect at said meeting, then
the election may be made by the stock
holders at a special meeting called for that
purpose in the manner herein provided for
the election OF directors.
? The said Board OF Directors shall have
the power TO make all bylaws, rules and
regulations for the proper management and
conduct OF the affairs OF this corporation,
and to change. alter, amend or abolish the
same at pleasure, and shall have and e1-
ercise all the powers conferred by law on
this corporation and as set forth In this
= charter.
The said Board of Directors may also
delegate any OF said powers in the trans
action OF the business Of this corporation
to committees OF their own body, or to the
officers and agents OF this corporation.
| All the employees of this corporation,
other than the elected officers, shall be con-
sidered as employed by the month. unless
otherwise specifically contracted with In
writing
|, 1t shall be the duty Of the President Of
this corporation. or in the event OF his in
ability to act then the Vice President, TO
call a special meeting of the Board of Di-
rectors OF the stockholders, on a written
request to that effect, signed by two direc-
tors, or upon the written request OF ten
per cent Of the stock issued.
ARTICLE VI.
This corporation may be dissolved by vote
! OF three-fourths (3-4) Of the capital stock
thereof. at general meeting convened for
tnat purpose IN the manner as above pro-
vided. for the calling OF the meeting held
annually for the election OF Board OF Di-
I rectors, except that In that event a notice
in writing shall be sent to each stakeholder
for thirty 800 days prior to said meeting
, at his last known address Whenever this
corporation Is dissolved, either by limita-
ton or otherwise, its affairs shall be
liquidated by three liquidating commission.
ers to be elected at such general meeting !:
and in the case of death, resignation or
inability to act of any Of said commission
missioners shall appoint a successor and
together they shall continue the liquidation
to its termination.
| Each stakeholder shall file his address
and any change thereof with the Secretary
in writing, and failure so to do shall con-
, stitute waiver Of all notices.
ARTICLE VII
! This charter may be changed or amend
E ed, and the capital stock may be increased
: or diminished by vote OF three-fOurths
: (3-4) Of the capital stock issued at a gen.
eral meeting called for that purpose, after
} thirty 800 days prior notice In writing
E his last known address
! ARTICLE VIII.
, No stakeholder shall ever be held liable
or responsible for the contracts or faults
OF this corporation in any further sum
. than the unpaid balance due the company
, on the shares of stock owned by him, nor
. shall any mere informality in the organ
! lzation hereof have the effect Of rendering
this charter null, nor OF exposing any
4 stakeholder to any liability beyond such
unpaid balance that may be due on his
stock.
, This done and passed. in nv Office. in
. the City of New Orleans Louisiana, on the
day, month and year herein first above
mentioned, in the presence of Pierre A. Le-
long, Jr,, and Alfred d. Preston, compe-
tent male witnesses here residing, who
hereunto sign their names, together with
the said appearers and men, Notary, after
!, due reading of the whole.
e Original Signed)
W. B. GILLICAN,
j. +. PAYNE,
T.