The herald., 1911-11-02

directors. Said board at its first meeting
| after its election shall appoint from among
| its members, a president. one or more vice
presidents, treasurer and a secretary. Ii
| may, in its discretion, consolidate any two
| offices into one. Ii may even elect a secre-
| tary who Is not stakeholder 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 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 it 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.
| IL shall be the duty of any holder Of stock
In this corporation who intends or desires
| to sell, transfer, ALLEVIATE or otherwise dis
| pose OF the same, 10 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-
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 semtannual 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
1, 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
| 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-
qulre the shares OF stock OF a deceased
stakeholder, and the formaities and course
| OF procedure the terms, conditions, stipula-
| tions and delays hereinabove established in
said paragraph shall apply In all respects to
the procedure to he followed in case OF
death. Immediately upon receipt OF infor-
| nation OF the death Of any shareholder, IL
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
| for his vlrle share In proportion to his ex-
listing holdings in the stock, but should any
| shareholder fail to exercise his right in this
| TtSdTu MS TlSuIS Sndil pass 10 anu De dD-
| sorbed by the other shareholders, provided
| that the owner his widow, heirs or legal
representatives as the case may be, shall
not be obliged to deliver said stock unless
| the offers to purchase the same shall 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
j bear upon their face a brief reference TO the
right. herein established In favor Of the
stockholders"
| 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
the presence OF Frank r. Twomey and Frank
/ J. Basile. competent witnesses, who have
| signed with the appeartrs and me, the no
i tar after reading the whole.
/ (Original signed) Ernest Lee Jahncke,
| Paul T. Jahncke
i n b. Twomey, f. J. Basile.
/ FELIX J. DREYFOUs, Not Pub
/ T. the undersigned recorder OF mortgages,
In and for the parish II Orleans and state
Il Of Louisiana. do hereby certify that %
above and foregoing amendment 20 the ~
! incorpoTatlon Of 1.-THE Jahncke Nav
Il Comranvr was this day duly reS
nv Office in book -, folio 4
New Orleans, August ~, 19l
iSIgnedl
: EMILE LEOSS
go coy,v from the Ori FINAL