The herald., 1911-11-09

directors. Said board at its first meeting
AFTER ITS election shall appoint from among
its members, president one or more vice
presidents, treasurer and a secretary IL
may, In its discretion, consolidate any two
offices into one. 1t may even elect a secre.
Iary VINO Is not stakeholder or director
| Inc president shall, from time to time an
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. N'4P0
| All stock in this corporation shall be held
upon a condition precedent and under con.
tract and agreement in the nature of vested
| rights That all such stock Is so held and
possessed subject 10 the rules and provisions
| Tor 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
nrst afforded the shareholders OF record at
| lne uate or such transfer, sale or other
| alienation to purchase such stock at book
| value plus twenty-five per cent, the value
10 De ascertained In the manner herein pre-
| scrlbed. The right to acquire said stock
| hereby first vested in the other Stockholders
or record shall follow the stock into any
hands TO which It may pass and may be ex.
ninety days from the time any sale or trans
| Ter 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
| 10 sell. transfer, ALLEVIATE or otherwise dis
pose OF the same, to give ten days' written
notice OF such intention or desire to the
| board or 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.
dlate information thereof, In writing to all
the other stockholders OF record Before
the expiration of the ten days from the re-
eelpt OF said notice by the board OF directors,
any shareholder OF record NAV offer TO pur,
chase, ana NAV acUuirp tho RIGHT IN nur
chase, said stock by notifying the board OF
directors In writing and thereafter shall de-
post the price of said stock in cash with
the corporation on or before the expiration
or 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
nxlng the value Of said stock, which value
shall be established on the basis of the last
annual or semi-annual statement or report
or the corporation and the last monthly trial
balance preceding the date of such notice
and to the vaine thus found and established
there shall be added twenty fve per cent,
and the sum thus found and established shaIi
constitute the value and price of said stock.
IL within twenty-four hours after sucn
notice, the owner, his agent or representa-
tive, does not join with the board In estab-
llshing the price or value OF the stock the
BOARD may proceed without further delay to
hx tne sald value; using the report and trial
balance aforesaid for that purpose which
writings are declared 10 be conclusive eyi-
dence for and against all parties in interest
IN the premises, whether the value is estab-
ilshed 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 10
SAID board for the price thereof, the board
or 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
caIl IN the certificate or certificates repre-
sentlng 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 fun force and effect in their favor TO ac-
quire the shares OF stock OF a deceased
stakeholder, and the fOrmalties and course
or procedure. the terms conditions stIpula-
lions and delays hereinabove established In
said paragraph shall apply in all respects to
the procedure TO be followed in case Of
death. Immediately upon receipt OF infor-
nation OF the death OF any shareholder, II
shall be the duty OF the board OF directors
70 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
isting holdings in the stock. but should any
fail TO exercise his right in this
regard his rights shall pass TO and be abb
sorbed by the other shareholders, provided
that the owner, his widow, heirs or legal
as the case may be, shall
not be obliged TO deliver said stock unless
the offers 10 purchase the same shall include
and cover the entirety OF the offerings under
First or all OF the holdings under
paragraph Second.
Fourth. All certificates OF stock shall
bear upon their face a brief reference TO the
rights 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 Il. TwOmey and Frank
J. Basle. competent witnesses, who have
signed with the appearers and me, the no.
tarv after reading the whole.
(Original signed) Ernest Lee Jabncke,
Paul F. Jahncke.
f. r. Twomey. F. J. Baslle.
FELIX J. DREYFoUs, Not. Pub.
I. the undersigned. recorder OF mortgages.
In and for the parish OF Orleans and state :
Of Louisiana. do hereby certify that tho
above and foregoing amendment to the act
Of The Jahncke Navlsa
was this day duly recoa
nv office. in book -, folio =.
New Orleans, August 10, 1911
= 7 ROY