The herald. [volume] (New Orleans, La.) 1905-1953, 1911-11-16

directors. Said board at its first meeting
after its election shall appoint from among
| its members, president, one or more vice
| presidents, treasurer and a secretary. IL
| may, in It's discretion, consolidate any two
Offices into one. 1t may even elect a secre-
| tary who is not a stakeholder or director
| The president shall, from time to time an
| point and discharge such clerks, agents and
other employees as he may deem expedient in
| the proper conduct and management Of the
| affairs, business and concerns Of said corpo-
| ration.
All stock in this corporation shall be held
| upon condition precedent and under con
| tract and agreement in the nature Of vested
| rights that all such stock Is so held and
possessed subject TO the rules and provisions
| for the transfer Of same hereinafter set out,
| to-wit:
First No sale or other transfer OF shares
| OF stock In this corporation shall be valid
until and unless the opportunity has been
| first afforded the shareholders of record at
| the date OF such transfer, sale or other
alienation to purchase such stock at book
| value plus twenty-five per cent, the value
10 ne ascertalned In the manner herein pre-
scribed. The right to acquire said stock
hereby first vested in the other stockholders
| OF record shall follow the stock into any
| hands TO which 1t may pass and may be ex-
ercised against the holders thereof within
ninety days from the time any sale or trans
| fer thereof has been offered TO be entered on
! the books of the corporation.
Ii shall be the duty Of any holder of stock
| in this corporation who intends or desires
to sell, transfer, ALLEVIATE or otherwise dis.
pose or the same, TO give ten days written
notice OF such intention or desire to the
board Of directors of the corporation, who
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 to 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-
post the price of said stock in cash with
the corporation on or before the expiration
OF eighty days from the last mentioned date
Upon the receipt of the first mentioned
notice, the board Of directors shall advise
the person owning said stock, his agent or
representative, TO join with said board In
liking the value Of said stock, which value
shall be established on the basis Of the last
annual or semlannual 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
II 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 OF 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 evil
dence for and against all parties in interest
in the premises, whether the value Is estab-
lished by the joint act Of the owner his
agent widow, heirs or representative or by
the board Of directors acting In default OF
the cooperation OF said person or persons.
Upon receipt OF the offer or acceptance OF
any shareholder to purchase said stock and
upon obtaining guarantee satisfactory TO
said board for the price thereof the board
thereof TO the owner Of the stock, his agent
or representative, and before the expiration
or the period OF eighty days aforesaid shall
call In 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
quire the shares OF stock OF a deceased
stakeholder, and the formalitles and course
of procedure. the terms. conditions, stipula-
lions and delays herelnsbove established in
said paragraph shall apply in all respects to
the procedure 10 be followed in case OF
death Immediately upon receipt Of infor-
nation Of the death OF any shareholder, it
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 herelnabove 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
fall 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
as the case may be, shall
not be obliged to deliver said stock unless
the offers TO purchase the same snail 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
right. herein established In favor OF the
stock holders"
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 ONCE, on the
day, month and year, first above written. In
the presence Of Frank y. Twomey and Frank
J. Basile, competent witnesses, who have
signed with the appearers and me, the no
tarv after reading the whole.
(Origlnal signed Ernest Lee Jahncke,
Paul F. Jahncke.
f. y. Twomey. F. J. Baslle.
FELIX J. DREYFoUs, Not. Pub.
I. the undersigned. recorder Of mortgages,
in and for the parish OF Orleans and state
of louisiana do hereby certify that u
above and foregoing amendment to the az
INCORPORATION OF "The Jahncke Nav
Company was this day duly reca
nv Office. in book -, folio =
New Orleans, August 49, 191
(Signed)
EMILE LEoNl
A true copy from the original 49,