The herald., 1911-01-26

meeting or until their successors are duly
elected and qualified.
A majority OF said Board OF Directors
shall constitute a quorum for the tranSac-
I ion and management OF all business OF said
Any director may at any time give his
proxy or power of attorney in writing 10
any other stakeholder, or any other mem
bers OF the Board of Directors, to repre-.
sent him at any or all meetings OF the
Board OF Directors, and in such cases the
proxy, whether held by another stakeholder
or another director, shall in every respect
count for all purposes as II said director
were personally present.
Any vacancy occurring in said Board OF
Directors, from any cause, shall be nlled
by the remaining directors
The Board OF Directors may make such
bylaws, rules and regulations as they may
think proper for the transaction Of the
business and affairs OF said corporation, and
change, alter and amend the same at pleas
ure, and shall exercise all the powers OF
this corporation or NAV delegate the same
TO one or more officers at its pleasure, ap-
point and fix the salaries OF all officers,
clerks and employees, not herein mentioned,
the same to change or dismiss at pleasure
fix the salaries Of the officers provided for
herein; sell, convey, mortgage, pledge,
lease and purchase rights, privileges, fran
chises, property movable immOvable and
personal; borrow money, issue notes and
bonds make contracts and sign or cause TO
Dt slNucu ny VI ulItNlOES SpttIdllg
or generally authorized by the Board Of Di-
rectOrs all necessary acts, deeds, etc, and
adopt a corporate seal, the same TO change
or alter or dispense with at pleasure; and
to do all things which may be necessary to
be done In the management OF said bust
ness and permitted by the laws applicable
TO corporations.
ARTICLE VII.
No stakeholder shall be allowed to dis
pose, directly or indirectly, in whole or in
part, Of the shares Of stock held or owned
by him without first giving written notice
TO the secretary Of this corporation OF the
intention OF such stakeholder to dispose OF
his shares Of stock in whole or in part,
which notice shall state the number of
shares proposed TO be sold and the price
at which such stakeholder proposes to sell
and whether OF not he has received a bona
tide offer for any portion OF the shares OF
stock proposed to be sold. IL such bona tide
offer has been made, the notice shall state
the highest price offered for said stock and
the name Of the person Offering the same.
III the offer be in writing, it must accom-
pany the notice.
The Secretary shall thereupon transmit
to each stakeholder a copy Of such notice.
certified by him to be correct During the
fifteen days subsequent to the said notice
by the said stakeholder to the secretary,
the other stockholders OF this corporation
shall have the privilege and option OF pur-
chasing the shares OF stock proposed TO be
sold at the price named in such notice, or
at the highest price offered by any bona
fide purchaser. lf, however, the prices
above mentioned exceed the value Of such
stock as shown by the books of this cor
poration at the end Of the fiscal year i'm
mediately preceding the notice, then and
in that event the stockholders shall have the
privilege and OptiOn of purchasing the
shares Of stock proposed to be sold at their
book value as herein stated. Should more
h., I.11-l-
said stock, the shares of stock proposed to
be sold shall be prOportiOnatey divided
among such stockholders as desire TO pur-
chase the same and give notice to the Sec
rotary 10 that effect prior to the expiration
Df fifteen days above provided for. IL none
" the stockholders elect to purchase the
said stock within the time above provided,
the stakeholder proposing to sell shall have
the privilege and Is authorized to sell the
stock about which he has given notice, in
accordance with the terms and conditions
" the notice given by him, and not other
wise.
The officers OF this corporation are here
by prohibited from issuing certificates for
stock sold contrary to or in conflict with
the provision of this charter.
ARTICLE VIII.
altered, or said corporation may be dis
solved, with the assent OF three-fourths OF
he amount of stock present or represented
II any general meeting OF said corporation
convened for such purpose, after ten days
previous notice shall have been given in
he manner provided in Article VI OF this
.harter.
But any and all meetings Of stockhold-
RS, whether for purposes Of liquidation or
Or any other purpose, may be held at any
line without notice by unanimous consent,
II all stockholders, in writing, filed with
he Secretary.
ARTICLE IN
Whenever this corporation is dissolved
'ither by limitation or from other cause
is aairs shall be liquidated under the SUI
lerintendence OF two stockholders to be
,hOsen for that purpose by majority In
mount Of the stockholders present or rep
'esented al a general meeting Of the stock
holders at which the election is held. Said
commissioners shall remain in office until
'een fully liquidated. In case Of the death
II one of said commissioners or of the re-
usal or Inability Of one OF them to act,
he survivors shall continue to act and
shall select another stakeholder in the
,lace and stead of the commissioner who
hall have ceased TO act.
ARTICLE Y.
The President may. in his discretion, and
hall, upon the written request of two
stockholders call a special meeting Of the
tockhOlders OF this corporation.
ARTICLE NJ.
No stakeholder shall ever be liable or
espOnsIUIe for the contracts or faults OF
his corporation in any further sum than
he unpaid balance due to the company on
i'm nor shall any informality in orga MIA
ion have the effect of rendering this char
er null or void, or OF exposing the stock
folders to any liability.
Thus done and passed at my Office, in the
lily Of New Orleans, on the day, month
nd year first above written, in the pres
nee OF Messrs. Byron L. Pond and Alex
nder Bugdahl, Jr., competent witnesses,
esiding In this city, who have hereunto
igned their names with the appearers and
Signatures of Subscribers and Witnesses
]. ZACH SPEARING, Not. Pub.
I. the undersigned. Deputy Recorder of
tate Of Louisiana, do hereby certify that
he above and foregoing act of incorpora-
lon OF the Southern Seating Company was
his day duly recorded In the Mortgage Of
&c, Parish OF Orleans, In book 1918, To-
New Orleans, La, January 8, 1911.
EMILE LEONARD,
Deputy Recorder of Marriages
I, the undersigned Notary Public. in and
or the Parish Of orleans, do hereby certify
he above and foregoing to be a true and
orrect copy Of the original act Of incor-
Grafton OF the Southern Seating Company,
nd of the certificate of the Recorder OF
fortgages for this parish. thereunto append
d and OF record in my ONCE.
In faith whereof, l have hereunto set my
and and official seal on this the 9th day
January, 1911.