The herald. [volume] (New Orleans, La.) 1905-1953, 1911-08-17

| right 10 subscribe for said increase stock or
additional issue Of stock in proportion to
| the number Of shares OF stock then held by
them, and which additional shares shall be
paid for as the board Of directors may III
| rect 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 condi-
| tons as they may think proper.
ARTICLE VI
The business and affairs and corporate
| powers OF this corporation shall he transact
| ed by a board of directors composed OF not |
less than three directors nor more than i've
| directors to be composed OF stockholders or |
| this corporation. The stockholders may at |
| any annual meeting elect less than five di- |
| rcctOrS and the directors thus elected at
any annual meeting may, prior to the next |
annual meeting, elect one or more addl-
tional members OF the board Of directors so
as 10 make the board Of directors not more
than five. The directors, whether elected
bv the stockholders or by the board OF di-
rectOrS shall be elected by a ma jOrity OF the
votes al meeting Of the stockholders or of
the directors, the case may be.
Whenever the board OF directors consists
Of five members. the quorum thereof shall be
three members. but whenever the board or
directors consists OF less than five members
the quorum thereof shall be two members.
f. T. Bel. as president: J. L. Many, as
vice president. and W. L. Hall, as secretary
trea surer, shall constitute the first board OF
: directors. and they shall hold office until
the second Monday in August 1872, or I'M
| til their successors are elected and qualified
each subsequent board shall take lheir seats
: immeda tely. or as soon after as practicable,
: and shall hold their offices until their sue
crSsors shall have been elected and quail
fed 49,,
| ON the second Monday in August, 1912,
, and annually thereafter an election for di-
r rectorS by the stockholders shall be held at
, the office OF the company after ten days
: written notice or printed notice shall have
been mailed 10 each stakeholder or SubScrib-
or to stock ut their respective addresses APP
pearing on the books OF the company. Every
board Of directors shall at its first meeting
after its election, or as soon Thereafter as
practicable. elect a president. Vlce-preSl-
dent and a Secretary-treaSurer from their
failure TO elect directors on the date
above specified shall not dissolve the corpo-
ration. but the then existing board OF III
rrctOrS shall continue to hold their OhceS,
, and another election shall be held as soon
/ thereafter as practicable at time TO be
fixed by the board OF directors then In Once,
r whereof five days prior notice snail be
. | given in the manner above provided which
: said notices shall be full and complete no.
4 tice to 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,
ing or until their successors are duly elected
and qualified. .
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 MIN
at any or all meetings OF the board or dl-
= rectors and in such cases the proxy, wheth-
- or held by another stakeholder or another
director, shall in every respect count Tor all
purposes as IL said director were personally
present.
| directors, from any cause, shall be hlled ny
| the remaining directors. The board or d.
rectOrs may make such bylaws, rules and
regulations as they may think proper for
| the transaction of the business and AFFAIRS
f Of said corporation, and change, alter and
amend the same at pleasure, ana shal eNer-
L else all the powers of this corporation or
NAV delegate the same to one or more OIL
GERS at its pleasure: 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
e the officers provided for herein; SELL con
!" vey mortgage, pledge lease and purchase
c' rights privileges, franchises. property, NOV
=; able, immOvable and personal; borrow mo
OF new. issue notes and bonds make contract;
a. a. and sign or cause TO be signed by onicers Oh
l., directors specially or generally authorized
az by the board OF directors, all necessary acts
'' deeds etc. ard adopt corporate seal. th'
~ same TO change or alter or dispense with a
20 pleasure and to do all things which may b
y, 10 necessary to be done in the management o
- said business and permitted by the laws ap
Of plcable TO corporations.
nd ARTICLE VII.
"a No stakeholder shall lie allowed to dis
o i pose directly or Indirectly. in whole or L
90 part, OF the shares of stock held or owhe
lori
~ to the secretary Of this corporation or IN
~, intention of such stakeholder TO dispose o
tic his shares of stock in whole or IN par
VIC which notice shall state the number @
~ | shares proposed to be sold and the price a
vi which such stakeholder proposes 10 sell, an
whether or not he has received bona no
offer for any portion OF the shares OF stoc
proposed to be sold. III such bona noe one
an | has been made. the notice shall state IN
nd highest price offered for SAID STOCK ana III
~, NJ name Of the person Offering the same.
he the offer be in writing it must accompan
re the notice. ,. .
' each stakeholder a copy OF such notice ce
tilted by him to be correct. During the n
teen days subsequent TO the said notice, .
the said stakeholder to the secretary, IN
10 other stockholders OF this corporation sha
ri; have the privilege and option or purchaSln
ess the shares OF stock proposed to be sold Z
IA the price named In such notice, or at tl
h nr highest price offered by any bona nde pu
o. chaser. II, however, the prices above mel
es TONED exceed the value of such stock
,on shown by the books of this corporation
'on the end Of the fiscal year Immediately pr
"a ceding the notice, then and in that ever
'n at the stockholders shall have the crivilet
cr and option Of purchasing the shares OF stoC
proposed to be sold at their book value
herein stated. Should more than one stoc
holder desire to purchase said stock at SUE
price the shares of stock proposed TO
hys sold shall be proportionately divided amor
~ such stockholders as desire to purchase u
,re same and give notice to the secretary
''' that effect prior to the expiration OF niteS
DAYS as ABOVE prONlucu
ri stockholders elect TO purchase the said sto'
his within the time above provided the stoc
Sc holder proposing to sell shall have the PRIV
eli lege and is authorized to sell the sto'
,sts about which he has given notice. IN aceor
or ance with the terms and conditions OF I,
+ba | notice given him, and not otherwise IL
tho | officers of this corporation are hereDy pr
~ hIbited from issuing certificates OF STOCK SO
contrary to or in conflict with the proVlsl'
n nv of this charter.
uSi ARTICLE VIII.
This charter may be changed, modlned
altered or said corporation may be ulssolV
In with the assent OF three-quarters or Z
,ya amount of stock present or represented
he any general meeting Of said corporate
'ioy convened for such purpose, after ten ga.
ror previous notice shall have been gwen IN I
and manner provided In Article vi OF thls chs
of ter. ., -. u.ooLho,do,
I'D whether for purposes OF liquidation or I
a. a anv other purpose, may be held at any III
"a without notice by unanimous consent or
and stockholders, in writing, filed with the 81
ers, rotary.
,ira ARTICLE TX.
r,in Whenever this corporation Is dissolve
uIa either nv Limitation or from other cause,
gu affairs shall be liauidated under the super
and tendence OF Two stoo n. ioritv In amount
onr the stockholders present or represented al
- GENERAL meeting of the stockholders