The herald. [volume] (New Orleans, La.) 1905-1953, 1912-04-04
ARTICLE ".

nrST OUtT II 10 I0t COIIIOTdIIOH, tITOT5H
Board of Directors, VINO shall nOtlty eacl
stakeholder, in writing, of said offer, ana
each stakeholder shall have thirty days, IN
which TO accept and purchase said stock at
its book value, in proportion TO the amount
of stock already owned by him; provided,
however that such limitation shall not be
construed TO the extent of preventing any
one or more of the stockholders from pur-
chasing all or any OF the stock SO offered,
in the event that the other stockholders do
not wish to purchase an amount equal or
prOportOnate 10 their holdings.
The bylaws of the corporation shall pro
vide a method for determining the book
value of stock.
This corporation shall begin business and
become going concern as soon as nye thou
sand dollars (SJ,OOO.OOJ of its capital stock
shall have been subscribed.
ARTICLE V.
All the corporate powers of this cOrpOr-
alton shall be vested in and exercised 10y
Il Board of Directors, composed of twenty
five (2J) stockholders, any nine of which
shall constitute a quorum for the tranSac-
tiOn of all business; which said directors
shall be elected AT general meeting Of the
stockholders, TO he held ON the first Tues
day of March in eacn year hereafter, and
after due notice shall have been given.
Immediately after their election, said
Board of Directors shall elect from their
number president, a first vice president, Il
second vice-president, a treasurer, Il hnan-
Cial secretary, aud Il recording secretary,
who shall constitute the elective officers OF
this corporation; and until the election To
be held, as above provided, the following
stockholders shall be and compose the first
Board OF Directors and officers of this cor
poratlOn, namely: Henry Acker, Julius Bod
enger; DR.. Mark y. Carey, Charles J. Cieu-
tat; Lee Dunn, Frank e. Duvic, Joseph Du
puy, Leonard L. Gisch, Judge Thomas f..
GOn, John l.. llnckinS, Or. Charles '.
Kraft, Martin :. MahOncy, Dr. NJ. J. Ma
moi I..1aV .arvE AIurN.s
Foster OlrOyd, Or. j. +. Pollock, Michael
J. Rooney, Marco ROSamano, Or. John \.
Rupp, Robley ). Stearnes, Albert Twickler,
William H. Ward, Raleigh j. Williams and
Albert h. GOebel, with DR.. Charles '.
Kraft, as president; Leonard +. Gisch, as
first vice-president William ii. Ward, a.
second vicc-preSident Henry Acker, as treas
urer; {. +. Lee Dunn, as financial
secretary, and Peter L. MuntZ, as recording
secretary, who shall hold office until their
successors are elected and qualified at the
general meeting aforesaid. ANY failure To
hold said election at the time provided in
this charter shall not cause dissolution of
this corporation; and the Board of Direc-
tors, in office, al the time, well as the
officers shall continue to serve, until said
election is held which shall be at the earli-
est time possible thereafter.
AT all elections and at all meetings of the
stockholders, except as hereinafter provided,
each stakeholder shall be entitled 10 one
vote, TO be east by him in person, or by
of shares owned and held by him; and all
elections shall be otherwise held, under such
rules and regulations shall be made and
provided by the Board of Directors and the
person receiving the majority of the vote
cast shall be declared elected.
Due notice of said elections shall be sent
by mail TO each and every stakeholder, iii.
rected TO his last known place of address.
at least ten days previous TO said elections.
The Board of Directors snail have power
10 borrow money, issue notes, bonds and
other evidences of Indebtedness, as may be
necessary and proper; and authorize the
president or other executive officers, in the
absence or disability of the president and
the financial secretary, by proper rcSUlu-
tion, to execute and sign all deeds and doc
umentS that may be necessary in the prem
iseS.
This power 10 borrow money; issue notes
and bonds or other evidences of indebted
ness shall not be valid and binding on the
corporation unless directed by two-thrds of
the votes of the entire board
The Board of Directors shall make all
rules, bylaws and regulations for the gov
eminent of the affairs of this corporation
and may alter or amend the same, as they
may deem necessary or advisable. They
shall have power and authority TO appoint
or employ all officers or employees, except
ing those provided herein, and the same to
dismiss or discharge at will and provided
that no such officer or employee shall be en-
ployed for a longer period than a month.
And no contract of any kind shall be en-
tered into or signed without the authorize.
tion of said Board of Directors.
ARTICLE VI.
No stakeholder shall ever be held liable
or responsible for the contracts, faults or
debts of this corporation, nor shall any
mere informality in its organization have
the effect of rendering this charter null or
of exposing stakeholder TO any liability,
beyond the unpaid balance due ON the stock
subscribed by him.
ARTICLE VII.
This act of Incorporation may be changed
or amended, or said corporation dissolved
by the assent and votes of the owners of
two-thirds of the capital stock of the cor
poratiOn, present and voting at a general
meeting convened for that purpose after
ten days previous notice of said meeting
shall have been given, by mail addressed to
each stakeholder at his last known place
of address 4; and at such meeting each stock
holder shall be entitled TO one vote for
every shave of stock owned by him, to be
cast by himself in person or by written
proxy.
In case of dissolution. by limitation or
otherwise, the stockholders shall elect from
among their number two commissioners, to
liquidate the business of the corporation
and In case of death or disability of either,
the one remaining shall appoint success
sor to him.
Thus done and executed, in my office, at
the City of New Orleans, on the day, month
and year, first hereinbefore written, in the
presence of Messieurs Arthur l.. Bourgeois
and Augustin Salome, competent witnesses,
who hereunto sign their names with said
appearers and me, notary, after reading of
the whole
original Signed: Judge Thos. p. Gof,
Dr.. VI. ]. Manent, Joseph f. Dupuy, NJ. S.
Mahoney, c. Z. Lee Dunn, W. H. Ward l..
+. Gisch, NJ. ]. Rooney, II. S. Stearnes,
Jno. f: Moynagh, ]. BOdenger, II. J. VIII
liams, ]. Z. Huckins, Henry Acker, NJ Ro-
samano, +. C. Duvic, Albert Goebel, A ].
Babin. NJ. D., II. A. Tansey, Chas. J. Cieu-
tat, DIR. c. V. Kraft, Albert Twckler, Peter
E. Muntz, DIR. NJ o. Carey, J. A. Rupp. NJ.
d., J. E. Pollock, NJ D., Foster Olroyd VIM.
A. Clearinghouse, Remy Charles, Sid. NJ Ca
tiero; W. A. Dilzell. X. Staples, c. c. Rupp,
w. j. Hampton, &. c. Gisch, John Finley,
Edw. J. Quinn, +. III. Killeen, Geo. W. Eos
ter, Thos. F. Maher, Shade G. Smith, L. V.
Sierra, B. w. Borne.
Witnesses Arthur l.. Bourgeois, Augustin
Salome.
NJ. s. MAHONEY,
Notary Public.
CERTIFICATE OF DISTRICT ATTORNEY