The herald. [volume] (New Orleans, La.) 1905-1953, 1911-01-12

In the event no election takes place AT
the second meeting. the board then in OF,
meeting or until their successors are duly
elected and qualified.
4 majority of said Board of Directors
shall constitute a quorum for the transac-
tiOn and management of all business OF SAID
corporation.
Any director may at any time give his
proxy or power of attorney in writing 10
any other stakeholder, or any other mem
bers of the Board of Directors. to repre-
sent 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 all purposes as IL said director
We're personally present.
ANY vacancy occurring in said Board OF
Directors. from any cause, shall be nlled
by 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 at pleas.
ure. and shall exercise all the powers OF
this corporation or may delegate the same
TO one or more officers at its pleasure, ap-
point and fix the salaries of all officers,
clerks and employees not herein mentioned,
the same 10 change or dismiss at pleasure :
fix the salaries of the officers provided for
herein; SELL convey, mortgage, pledge.
lease and purchase rights, privileges, iran
chises, property movable immOvable and
personal; borrow money, issue notes ana
bonds ; make contracts and sign or cause 10
be signed by officers or directors specially
or generally authorized by the Board of Di-
rectOrs all necessary acts, deeds, etc, and
adopt a corporate seal, the same TO change
or alter or dispense with at pleasure; and
TO do all things which may be necessary 10
be done in the management Of said bust
ness and permitted by the laws applicable
to corporations.
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
10 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 10 sell
and whether or not he has received bona
tide offer for any portion of the shares OF
stock proposed TO he sold. If such bona hde
offer has been made. the notice shall state
the highest price offered for said stock and
the name of the person Offering the same.
If the offer be in writing, 1t must accom-
pany the notice.
The Secretary shall thereupon transmit
TO each stakeholder a 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 pur-
chasing the shares of stock proposed TO be
sold at the price named in such notice, or
at the highest price offered by any bona
| tide purchaser If. however, the prices
above mentioned exceed the value of such
| stock as shown by the books of this cor
poratiOn at the end of the fiscal year i'm
| mediately preceding the notice, then and
| i'm that event the stockholders shall have the
| privilege and option of purchasing the
| shares of stock proposed to be sold AT theil
| book value as herein stated. Should more
| Gfn LOST IN "A =
| said stock. the shares of stock proposed tC
| be sold shall be prOportiOnately divided
| among such stockholders as desire to pnr
| 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 to sell the
| stock about which he has given notice, II
| accordance with the terms and conditions
of the notice given by him, and not other
| wise.
The officers of this corporation are here
| by prohibited from issuing certificates fol
| stock sold contrary to or in conflict will
| the provision of this charter.
ARTICLE VIII.
| This charter may be changed, nodded Of
altered, or said corporation may be dis
| solved, with the assent of -fourths o.
| the amount of stock present or represented
| at any general meeting of said corporation
| convened for such purpose, after ten days
previous notice shall have been given II
the manner provided in Article VI Of Thu
| charter.
But any and all meetings of stockhold
ers, whether for purposes of liquidation OF
time without notice by unanimous consent
| of all stockholders, in writing, filed will
| the Secretary.
ARTICLE TX.
Whenever this corporation Is dissolved
| either by limitation or from other cause
| its aairs shall be liquidated under the su
chosen for that purpose by a majority il
| amount of the stockholders present or rep
| resented at general meeting of the stock
| holders at which the election Is held Salt
| commissioners shall remain In office unit
| the affairs of said corporation shall hav
| been fully liquidated In case Of the dealt
| of one of said commissioners or of the re
fusal or inability of one of them to act
| the survivors shall continue to act ant
| shall select another stakeholder in TIL
place and stead of the commissioner VIII
| shall have ceased to act
ARTICLE Y.
The President may, in his discretion, an,
shall, upon the written request of tw
stockholders call a special meeting of tn
stockholders Of this corporation.
! ARTICLE XI.
No stakeholder shall ever be liable o
responsible for the contracts or faults o
| this corporation in any further sum thai
the unpaid balance due to the company o.
the shares owned by or subscribed for b.
him /; nor shall any infOrmality in organiza
tiOn have the effect OF rendering this char
ter null or void, or Of exposing the stock
holders to any liability.
| Thus done and passed at my Office, In tn
City of New Orleans, on the day, month
and year first above written. in the pres
ence of Messrs. Byron l.. Pond and Alex
ander Bugdahl, Jr., competent witnesses
residing in this city, who have hereunt
signed their names with the appearers an
me, Notary, after due reading Of the whole
Signatures of Subscribers and Witnesse:
]. ZACH SPEARING, Not. Pub.
l /, the undersigned, Deputy Recorder o
Mortgages, In and for the Parislr-of Orleans
State of Louisiana, do hereby certify tina
the above and foregoing act of incorpora
ton of the Southern Seating Company wa
this day duly recorded in the Mortgage OF
flee, Parish of Orleans, in book 1918, fC
Ito -.
New Orleans, La. January 9, 1911.
EMILE LEONARD,
Deputy Recorder Of Mortgages.
|, the undersigned Notary Public, In an
J for the Parish of orleans, do hereby certif
the above and foregoing to be a true an
correct copy Of the original act OF incol
DOratiOn of the Southern Seating COmnan,