The herald. [volume] (New Orleans, La.) 1905-1953, 1911-05-18


said notices shall Doe fun and complete no.
lice % all stockholders Of such meetings.
In the event no election takes place at
the second meeting. the board then I'm office
shall hold over until the next annual meet
ing or unit their successors are duly elected
and qualified
\ majority OF said Board Of Directors
snail c"nStitut" quorum for the tranSac-
non ana management Of all business Or
said corporation.
Any director may at any time give his
proxy or power ~ attorney in writing to
any other stakeholder or any other member
OF the Board Of Directors. 10 represent him
nj any or all meetings ot the Board Of III
Te'iorS. and in such cases the proxy, whcth.
| "r held by another stakeholder or another
director, shall in every respect count for all
purposes as II said director were personally
present.
Any vacancy occurring in said Board Of
directors: from any cause, shall be- u.icd 10y
1 In" remaining directors
The Board ~ Directors may make such
i by laws, rules and regulations as they may
think proper for the transaction ~ the
business and affairs OF said corporation,
and change. alter and amend the same at
I pleasure and shall exercise all the powers
! or this corporation or may delegate the
same 10 one or more, officers nj its pleasure.
appoint and fix the salaries of all officers,
| clerks and employees not herein mentioned,
the same to chang" or dismiss at pleasure;
fix the salaries ~ the officers provided for
herein sell. convey. mortgage, pledge, lease
AMI purchase rights, privileges. franchises,
property. movable. mmoyable and personal;
borrow money, issue notes and bonds make
contracts and sign or cause to be- signed by
onrrrS or directors specially or generally
! authorized by the Board Of Directors, all
! necessary acts. deeds, etc, and adopt cor
pOrnte seal, the same to change or alter or
! dispense with at pleasure: and to do all
| things which may he necessary 10 be- done
in the management Of said business and
! permitted by the laws applicable to cOrpor-
| atoms.
ARTICLE VII.
No stakeholder shall be allowed TO dis
| pose, directly or Indirectly. in whole or in
| part, Of the shares Of stock held or owned
! by him without first giving written notice
TO the secretary OF this corporation of the
| intention of such stakeholder TO dispose
| Of his shares OF stock in whole or in part,
| which notice shall state the number OF
shares proposed to be sold and the price
| at which such stakeholder proposes to sell,
and whether or not he has received bona
hde offer for any portion OF the shares OF
stock proposed TO be sold. II such bona
| fidc offer has been made, the notice shall
state the highest price offered for said stock
and the name Of the person Offering the
same. II the offer be in writing, it must
! accompany the notice
The secretary shall thereupOn transmit
| to each stakeholder copy OF such notice,
| certified by him to be correct. During the
fifteen days subsequent TO the said notice
| by the said stakeholder to the secretary the
| other stockholders of this corporation shall
have the privilege and option of purchasing
the shares of stock proposed to be sold at
the price named in such notice, or at the
highest price offered by any bona fdc pur-
chaser. II, however. the prices above men
| toned exceed the value of such stock as
| shown by the books of this corporation at
the end of the fiscal year Immediately pre-
!! ccding the notice, then and in that event
the stockholders shall have the privilege
and option OF purchasing the shares OF
/ stock proposed to be 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 he propOrtiOnately divided
among such stockholders as desire to pur-
chase the same and give notice to the sec
rotary 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 privilege and Is authorized 10 sell the
stock about which he has given notice, In
accordance with the terms and conditions
Of the notice given by him, and not other
| wise.
| The officers Of this corporation are hereby
prohibited from issuing certificates for stock
| sold contrary to or in conflict with the pro-
| visions OF this charter.
ARTICLE VIII.
This charter may be changed, modified,
| or altered, or said corporation may be dis
| solved with the assent OF three-fourths OF
| the amount OF stock present or represented
| at any general meeting OF said corporation,
|
| previous notice shall have been given In
the manner provided In Article VI OF this
| charter.
But any and all meetings OF stockholders,
| whether for purposes OF liquidation or for
any other purpose, may be held at any
| time without notice by unanimous consent
OF all stockholders In writing. filed with the
| secretary.
Whenever this corporation is dissolved,
If.,.NN. al,
J its affairs shall be llquldated under the SUI
perintendence OF two stockholders to be
chosen for that purpose by a majority In
amount OF the stockholders present or rep
| resented at general meeting Of the stock
| holders, at which the election Is held Said
commissioners shall remain In Office until
the affairs of said corporation shall have
been fully liquidated. In case OF the death
OF one OF said commissioners or OF the re-
fusal or inability OF one OF them to act,
the survivors shall continue to act and
shall select another stakeholder In the place
and stead OF the commissioner who shall
have ceased TO act.
ARTICLE X.
The president may, in his discretion, and
SHALL upon the written request OF two
stockholders, call a special meeting Of the
stockholders OF this corporation.
ARTICLE XII.
No stakeholder shall ever be liable or re-
spOnsible for the contracts or faults OF this
corporation In any further sum than the
unpaid balance due to the company on the
shares owned by or subscribed for by him;
nor shall any infOrmality in organization
have the effect OF rendering this charter
null and void, OF exposing the stock
holders 10 any liability.
Thus done and passed at my Office, In the
City OF New Orleans, on the day, month,
and year first above written, In the presence
OF Messrs. Byron l.. Pond and Alexander
Bugdahl, Jr., competent witnesses residing
In this city who have hereunto signed
their names with the appearers and me,
Notary after due reading OF the whole.
(Original sigend)
Signatures OF SUBSCRIBERS.
Witnesses Byron l.. Pond, A. Bugdahl, Jr.
FRED. DEIBEL, Not. Pub