The herald. [volume] (New Orleans, La.) 1905-1953, 1911-02-16
ARTICLE VI.

No stakeholder shall he allowed to dis
| pose, directly or indirectly, in whole oil
| part of the shares of stock held or owned
| hy him without first giving five days witt
ten notice TO the secretary of this corpora
ton OF the intehtiOn of such stockholders
to dispose of his share of stock in whole
or in part. which notice shall state the
number of shares proposed to he sold anC
rhe price at which such stakeholder pro
poses to sell. and whether or not he has re
ccived a bona fide offer for any portion OF
the shares OF stock proposed to be sold. II
such bona fide offer has been made tn,
notice shall state the highest rate offered
for said stock and the name of the person
offering the same If the offer DE in writ
ing il must accom- pany the notice.
The secretary shall thereupon TRANSMIT
to each stakeholder a copy of such notice,
certified by him to he correct. During the
fifteen days subsequent to the said notice
by the said stockholders to the secretary,
the other stockholders of this corporation
shall have the privilege and option of pur-
chasing the shares of stock proposed. TO he
sold at the price named in such notice, or
al the highest price offered by any bona fide
purchaser. IL. however. the prices above
mentioned exceed the value of such stock
as shown by the books Of this corporation
at the end of the fiscal year Immediately
preceding the notice, then. and in that
event, the stockholders shall have the priv
ilcge and option Of purchasing the shares
If stock proposed to he 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 proportion
atelv divided among such stockholders as
desire to purchase the same and give no
tice to the secretary to that effect prior
to the expiration Of fifteen days above
provided for. If none of the stockholders
elect to purchase the said stock within
the time above provided the stakeholder
proposing TO sell shall have the privileges
and Is authorized to sell the stock about
L., dan
with the terms and conditions of the notice
given by him. and not otherwise.
The officers Of this corporation are
hereby prohibited from issuing certificates
for stock sold contrary TO or in conflict
with the provisions of This charter.
ARTICLE VII.
The business and affairs and corpor-
ate powers of this corporation shall be
transacted by a board of five directors, TO
he composed of stockholders thereof, and
they. and each OF them, shall he elected
10y a majority of all the votes cast at
meeting to be held for that purpose
majority of said board of directors
shall constitute quorum for the transac-
tiOn and management of all business of said
corpora tiOn.
The first board OF directors shall consist
of ]. W. Barkdull. George A. Hero. c. Nor
can Abrams f. II. Bright and Bertrand
Beer. and they shall hold office until the
second Tuesday of February, 1912. or until
their successors have been elected and in
Quoted into Office and said board shall
be elected annually thereafter on the sec
Ond Tuesday of February.
Any vacancy occurring on said board of
from any cause, shall be hlled
h. the remaining directors.
The board Of directors may make such
bylaws. rules and regulations as they may
think proper for the transaction of the
business and affairs of said corporation. and
change alter and amend the same al pleas
ure. and shall exercise all the powers of
This corporation. appoint and fix salaries Of
all officers. clerks and employees, not here
in mentioned. the same to change or dis
miss at pleasure: fix the salaries OF the
officers provided herein: take judicial pro
ceedngs in the name and on behalf OF
this corporation.
The officers of said corporation shall be
a president. vice president, secretary, who
may also be treasurer. and who may or
NAV not be a stakeholder or director. who
shall hold office at the pleasure of the
board OF directors.
The following named stockholders shall
be the first officers of this corporation,
namely: ]. W. Barkdull. president: George
A. Hero. vice president: c. Morgan Alb
rams. secretary treasurer, and they shall
hold Office for one year. or until their sue
cessOrs have been elected, and shall after
each election take Office as soon as posi-
BILE Meetings of the stockholders may be
called after five days notice and after such
notice 10 each stakeholder has been mailed
To his business or residence address. A
failure to elect directors on the date fixed
by the charter shall not operate a dis
solution Of the corporation. The board of
directors shall have power to fill vacan-
cies in their number prior to the election
by the stockholders at the annual meeting.
Any director may at any time give his
proxy or power Of attorney in writing to
any other stakeholder or any other men,
Der of the board Of directors. TO represent
him at any or all meetings Of the board of
directors and in such cases the proxy.
whether held by another stakeholder or
another director. shall in every respect
count for the purposes as If said directors
were personally present.
ARTICLE VIII