The herald., 1912-04-11
ARTICLE ".

The capital stock OF this corporation shall
he ten thousand dollars. divided into and
represented by two hundred shares OF the
par value Of fifty dollars each. payable in
cash at such time and in such manner as
the board Of directors may determine, or
may be issued for work actually done or
services rendered.
No transfer of stock shall be binding
upon the corporation unless and until made
upon the books OF the corporation and said
stock shall be represented by certificates Is
sued and signed by the president and the
Secretary-treaSurer OF the corporation.
Before any stakeholder shall sell or other
wise dispose of his stock, it shall be first
offered TO the board of directors, whose du-
ties IL shall be TO notify each stakeholder
in writing of said offer; and each stock
holder shall have thirty days. within which
10 accept and purchase said stock at its
book value, provided. however. this article
Is not to be construed so as to prevent a
stakeholder from selling his stock upon the
open market should the other stockholders
or the Board of Directors decline to buy.
This corporation shall begin business and
become a going concern, as soon as three
thousand dollars of its capital stock shall
have been subscribed.
ARTICLE V.
All the corporate powers OF this corpor.
alton shall be vested in and exercised by a
board of directors. composed Of three stock
holders, a majority Of which shall constitute
a quorum for the transaction of all bust
ness which said board of directors shall
he elected at a general meeting Of the stock
holders Of this corporation, TO be held on
the third Thursday of March OF each year.
beginning with the year 1913.
Immediately after their election. said di-
rectOrS shall elect from their number a
president, a vice-president, and a secretary
treasurer and the vice-president shall be
general manager; and until the regular
election aforesaid the following shall COM
no. tho Dad ~ nfrnafA-- aud AHI.ar
namely Julius Bodenger, Reuben A. Tan
sey, and Edward W. BurgiS. with Julius
BOdenger as president; Reuben a. Tansey,
as vice-president and general manager and
Edward W. Burgis as secretary-treasurer,
who shall hold office until their successors
are elected and indicted into office but
provided that any failure to hold the cleo
tiOn or the day fixed in this charter shall
not cause a dissolution of this corporation.
and the said election shall be held as early
as possible thereafter.
At all meetings and at all elections, each
share of stock shall be entitled to one vote
TO be cast by the holder and owner in per-
son or by written proxy and all elections
shall be under such rules and regulations
as may be made by the board OF directors /;
and the person receiving a majority Of the
votes cast shall be declared eIected.
Due notice of all elections shall be sent
by mail to each stakeholder, directed to his
last known place OF residence, at least ten
days prior to said election.
The board OF directors shall have the
power to borrow money execute mortgages !;
issue notes, bonds and other evidences Of in
debtedness. as they may consider necessary
or advisable and generally to do and per
form all things necessary and proper for
the successful operation OF the business Of
the corporation and provided that said
board shall by pOrper resolution authorize
the president and the secretary-treasurer to
sign all deeds and documents, in the exer-
else of said overs.
The board of directors shall make all
rules, bylaws and regulations for the gov
eminent of the affairs of the corporation,
and alter or amend the same, as conditions
may render necessary but no contract shall
be entered into or signed without a reso-
luton OF the said board.
ARTICLE VI.
No stakeholder shall ever be held liable
for the contracts or faults or debts OF this
corporation nor shall any mere informally
in organization have the effect OF rendering
this Charter null, or Of exposing a stock
holder to any liability, beyond the unpaid
balance due on shares Of stock subscribed
by him.
ARTICLE VII.
This act Of Incorporation may be changed,
altered or amended, or said corporation dis
solved with the assent and votes of three
fourthS of the members present or represent
ed by written proxies, at a general meeting
convened for the purpose, after ten days
previous notice of said meeting shall have
been given, in writing and mailed TO the
last known place Of residence of each stock
holder; and at such meetinge each share of
stock shall be entitled to one vote, TO be
cast by the owner, in person, or by written
proxy.
In the event of dissolution. by limitation
or otherwise, Of this corporation, the stock.
holders shall elect, from among their num-
Der, two commissioners, to liquidate and set
tie the affairs Of the corporation and, in
case OF death or disability Of either Of said
commissioners the other shall appoint a
successor TO him.
Thus done and passed, In my office, at
the City of New Orleans, State of Louisiana,
on the day, month and year herein first
above written in the presence of Nessieurs
Max BOdenger and Norris Bodenger, COM
petent witnesses of lawful age, who hereun-
to signed their names, with said appearers