The herald., 1911-02-09


the number OF shares OF stock then held
by them, and which additional shares shall
be paid for as the Board Of Directors may
direct. After the expiration of said time
the Board of Directors may dispose OF the
shares not taken, for the benefit of the
company in such manner and on such terms
and conditions as they may think proper.
All transfers of stock shall be made on
the books of the corporation and shall be
signed by the stakeholder or by his attor-
ney. At all elections by or meetings Of
the stockholders, each share of stock, wheth-
er paid for in full or not, shall be entitled
to one vote, to be cast either by the person
in whose name the stock appears on the
books OF this corporation at the time of
the voting or by his agent or proxy, duly
authorized in writing to that effect
ARTICLE vi.
The business and affairs and corporate
powers Of this corporation shall be trans
acted by a board of three directors, to be
composed Of stockholders thereof, and they
and each of them shall be elected by.
majority of all the votes cast at a meeting
to be held for that purpose
As soon after the execution OF this char
ter as practicable. the subscribers hereto
shall hold a meeting and select those TO
compose the first Board Of Directors OF this
corporation and they shall hold office until
the third Monday In January, 1912, or until
their successors are elected and qualified;
each subsequent board shall take their seats
Immediately following their election; or as
soon thereafter as practicable, and shall
hold their office until their successors shall
have been elected and qualified.
On the third Monday in January, 1917,
and annually thereafter, an election Tor
directors by the stockholders shall be held
at the Office Of the company, after ten days
previous notice Of such meeting shalT have
been given by advertisement appearing three
times in ten days In one OF the "a daiy w. Eng e
New Orleans, the first advertisement ap-
pearing not less than ten days prior to the
meeting and the last advertisement appear
ing on the day Of the meeting
Every Board of Directors shall at Its
first meeting after It's election, or as soon
thereafter as practicable, elect President,
a Vice President and a Secretary from their
own number.
A failure to elect directors on the date
above specified shall not dissolve the cor
poration, but the then existing Board OF
Directors shall continue to hold their OF,
fees, and another election shall be held
as soon thereafter as practicable at time
TO be fixed by the Board OF Directors then
in Office, whereof five days prior notice shall
be given In the manner above provided
which said notices shall be full and COM
plete notice to all stockholders OF such
meeting.
In the event no election takes place at
the second meeting, the board tnen , IN oil
meeting or until their successors are duly
elected and qualified.
A majority of said Board Of Directors
shall constitute quorum Tor tne trans ssd
ton and MANAGEMENT Of all business or said
ANY director may at any time give his
proxy or power Of attorney In writing 10
any other stockholder, or any other mem
hers OF the Board of Directors, to repre-
sent him at any or all meetings OF the
Board Of Directors, and In sucn cases Tue
proxy, whether held by another stoekholder
or another director, shall In every respect
oo,nt Sor oil nurDosps as IL said director
were personally present.
Any vacancy occurring in said Board OF
Directors, from any cause, shall be niled
nv the remaining directors.
The Board of Directors may make sucn
bylaws, rules and regulations as they may
think proper for the transaction OF tne
business and affairs OF said corporation, anu
change alter and amend the same at pleas.
ure. and shall exercise all the powers OF
this corporation or may delegate the same
to one or more officers at Its pleasure, APP
point and fix the salaries OF an omcers'
clerks and employees, not herein mentioned,
the same to change or dismiss at pleasure !,
Az the salaries Of the officers provided for
herein; sell, convey, mortgage, piedge'
lease and purchase rights, privlIegeS, ira nd
personal; borrow money, issue notes ana
bonds make contracts and sign or cause 10
be signed by officers or directors speciaIiy
or generally authorized by the boaro oi "a
adopt a corporate seal, the same TO cnange
or alter or dispense with at pleasure; and
TO do all things which may be necessary 10
be done In the management OF saio uIsi q
to corporations.
ARTICLE VII.
No stockbolder shall be allowed to dis
pose, directly or indirectly, in whole or IN
mart OF the shares of stock held or owned
by him without first giving written notice
@lxt1
Intention of such stocknolder to dispose OK
his shares Of stock in whole or In part
which notice shall state the numoer Oh
shares proposed to be sold and the price
at which such stakeholder proposes to sell
and whether or not he has received bona
fde offer for any portion OF the shares OF
stock proposed to be sold III sucn BONA nue.
offer has been made, the notice snail state
the highest price offered for said stock and
the name Of the person Offering the same.
II the offer be in writing, 1t must ACCOM-
pany the notice.
The Secretary shall thereupon transmit
TO each stakeholder a copy or 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 TINS eOrpoffa nor,
chasing the shares OF stock proposed 10 De
sold at the price named in such notice, or
at the highest price offered by any bona
fde purchaser. II, however ss .,n tne ~ such
stock as shown by the books OF this cor
poration at the end Of the fiscal year Inn,
mediately preceding the notice, tnen anu
in that event the stockholders shall have the
privilege and optiob of purchasing tne
Shares OF stock proposed to be sold at their
hook value as herein stated. Should more
than one stakeholder desire to purchase
said stock. the shares Of stock proposed 10
be sold shall be proportionately oi'loeu
among such stockholders as desire 70 Pur-
chase the same and give notice to the sec
rotary to that effect prior to the expiration
of fifteen days above provided for. II none one
Of the stockholders elect to purchase tne
said stock within the time above provideo,
the stoekholder proposing to sell shaii nave ave
stock about which he has given notice, IN
accordance with the terms and conditions
of the notice given by him, and not otner-
wise. -.
nv prohibited from issuing certificates TOT
sfock sold contrary to or In conflict with
the provision of this charter.
ARTICLE WILL