The herald. [volume] (New Orleans, La.) 1905-1953, 1911-06-15

tice 10 all stockholders OF such meetings.
In the event no election takes place at
the second meeting. the board then in Office
shall hold over until the next annual meet.
tnE or until their successors are duly elected
and qualified
\ majority Of said Board OF Directors
SHAH constitute a quorum for the tranSac-
lion aud management OF all business Of
said corporation.
ANY director may at any time give his
proxy or power OF attorney in writing 10
any other stakeholder, or any other member
Of The Board OF Directors, to represent him
AZ any or all meetings Of the Board Of Di-
rectors and in such cases the proxy, wheth-
or held by another stakeholder or another
director, shall in every respect count for all
purposes As II said director We're personally
present.
Any vacancy occurring In said Board OF
Directors, from any cause, shall be !uIed by
the remaining directors
The Board Of Directors may make such
by laws. rules and regulations as they may
think proper for the transaction Of the
business and affairs of said corporation.
ana change. alter and amend the same at
pleasure and shall exercise all the powers
Of this corporation or may delegate the
same to one or more officers at its plaaSur ::
appoint 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 franchises.
property. movable. immovable and personal;
bpIIbN money, issue upieS ana hbntSs make
contracts and sign or cause to be signed by
officers or directors specially or generally
authorized by the Board OF Directors, all
| necessary acts. deeds, etc, and adopt a cor
| porate seal. the same to change or alter or
| dispense with at pleasure; and to do ak
| things which may be necessary to be done
! in the management of said business and
! permitted by the laws applicable to corpor-
atoms.
ARTICLE VII.
! 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 or not he has received bona
iide offer for any portion OF the shares OF
stock proposed TO be sold If 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. If the offer be in writing, it must
accompany the notice.
The secretary shall thereupon transmit
| TO each StOCkholder 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 purchasing
| the shares OF stock proposed TO be sold at
the price named in such notice, or at the
| highest price offered by any bona fde pur-
| chaser. If, however, the prices above men,
| toned exceed the value OF such stock as
shown by the books Of this corporation at
the end of the fiscal year Immediately pre-
! ccdinS 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 than
one stakeholder desire to purchase said stock
at such price, the shares OF stock proposed
| to be sold shall be proportionately divided
among such stockholders as desire to pur-
| chase the same and give notice to the
| rotary to that effect prior TO the expiration
| Of fifteen days above provided for. II mono
| of 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
OF the notice given by him, and not other.
| wise.
The officers Of this corporation are hereby
prohibited from issuing certificates for stock
| sold contrary to or In conflict with the pro
visions Of this charter.
ARTICLE VIII.
This charter may be changed, modified,
or altered or said corporation may be dis
| solved with the assent of hree-fourths of
the amount of stock present or represented
| at any general meeting Of said corporation,
| convened for such purpose, after ten days
previous notice shall have been given in
the manner provided In Article vi Of this
| charter.
But any and all meetings Of stockholders,
whether for purposes Of liquidation or for
any other purpose, may be held at any
| time without notice by unanimous consent
OF all stockholders In writing, fled with the
secretary.
Whenever this corporation Is dissolved.
either by limitation or from other cause
its affairs shall be liqudated under the SUI
perintendence of two stockholders to be
sn0sen foF TIM }nat PGrPose 6y majority in
| resented al a general meeting of the stock
| holders, at which the election Is held Said
commissioners shall remain In office until
the affairs OF said corporation shall have
been fully liquldated. In case OF the death
of one OF said commissioners or OF the re-
fusal or inability OF one OF them to act,
the survivors shall continue to act and
shall select another stakeholder in the place
and stead OF the commissioner who shall
have ceased to act.
ARTICLE X.
The president may, In his discretion, and
| shall, upon the written request OF two
stockholders call a special meeting Of the
| stockholders Of this corporation.
ARTICLE XII.
No stakeholder shall ever be liable or re-
| sponsible for the contracts or faults OF this
corporation In aV further sum than the
| unpaid balance due to the company on the
shares owned by or subscribed for by him;
nor shall any informally in organization
have the effect Of rendering this charter
null and void or OF exposing the stock.
| holders to any liability.
| Thus done and passed at my Office in the
| City OF New Orleans, on the day, month,
and year first above written, In the presence
Of Messrs Byron L. Pond and Alexander
| Bugdahl, Jr., competent witnesses, residing
| In this city who have hereunto signed
| their names with the appearers and me,
Notary after due reading Of the whole.
| (Original sigend)
| Signatures OF SUBSCRIBERS
| Witnesses Byron L. Pond, A. Bugdahl, Jr.
| FRED. DEIBEL, Not Pub.
I, the undersigned Deputy Recorder Of
| Mortgages, In and for the Parish OF Orleans,
State of Louisiana, do hereby certify that