The herald., 1911-10-12

directors Said board at its first meeting
| after its election shall appoint from among
| its members president, one or more vice
presidents, a treasurer and a secretary. 1t
| may, in its discretion, consolidate any two
Offices into one. 1t may even elect a secre-
| tary who Is not a stockholder or director.
| The president shall, from time to time, ap-
| 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 a 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
| to be ascertained 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-
| ercsed 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.
1t shall be the duty of any holder of stock
| in this corporation who intends or desires
pose Of 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.
the 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
| posit 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
fixing the value Of said stock, which value
| shall be established on the basis OF the last
annual or semiannual 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.
| IL within twenty-fOur hours after sucn
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 acceptance OF
any shareholder to purchase said stock and
upon obtaining guarantee satisfactory TO
said board for the price thereof, the board
of directors shall thereupon give notice
thereof TO the owner OF the stock, his agent
or representative and before the expiration
of 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 ac-
quire the shares Of stock Of a deceased
stakeholder, and the formalitles and course
| Of procedure, the terms, conditions, stipula-
lions and delays hereinabOve established In
said paragraph shall apply In all respects to
the procedure to be followed In case OF
death. Immediately upon receipt OF infor-
nation OF the death OF any shareholder, 1t
!, 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 hereinabove established shall
! run In favor OF each shareholder OF record
isting holdings in the stock but should any
shareholder fail to exercise his right In this
regard his rights shall pass to and be abb
e sOrbed by the other shareholders, provided
= that the owner, his widow, heirs or legal
q representatives, as the case may be, shall
[ not he obliged TO deliver said stock unless
, the offers to purchase the same shall include
! and cover the entirety OF the offerings under
q paragraph First or all OF the holdings under
n paragraph Second.
d Fourth All certificates OF stock shall
t bear upon their face a brief reference 10 the
! rights herein established In favor OF the
4 stockholders"
s As the whole more fully appears by the
annexed certified copy OF the minutes OF said
meeting. made a part hereof.
Thus done and passed In my once, on the
day. month and year, first above written, In
l. the presence OF Frank r. TwOmey and Frank
3 j. Basle, competent witnesses, who have
d signed with the appearers and me, the no
e tarv after reading the whole.
l. (Original slgned) Ernest Lee Jahneke,
II Paul F. 5ahncke.
e F. B. Tworney. F. ]. Basile.
q FELIX J. DREYFOUs, Not PUB.
)tl l. the undersigned. recorder OF mortgages,
ID In and for the parish OF Orleans and state
IN OF Louisiana, do hereby certify that tne
er above and foregoing amendment to the act OF
to INCORPORATION OF THE Jahncke Navigation
ID Company" was this day duly recorded IN
es nv office. in book -, folio =.
c. New Orleans, August 10, 1911.
n. (Signed)
pr EMILE LEONARD, ID. r.
Id A true copy from the original act:
re FELIX J. DREYFOUs, Not. Pnb.
N (SeaO 2O4 L. 4 T.. & g. Building.
" oct IL 10 20 nov 2 o 10 1911