The herald. [volume] (New Orleans, La.) 1905-1953, 1912-04-18

| ANY stakeholder desiring to sell. assign
or transfer his stock In the corporation, must
| first give thirty days notice Of his lnten
| tion to the board Of directors which shall
have the exclusive right. within said period
| TO purchase said stock at its market value
| provided that preferred stock so rendered
may be purchased at one hundred and hve
dollars tS1OJ.OOb per share.
| The stock Of this corporation shall. sub
| iect To the above conditions. be transferable
only on the books of the company AZ It's OF
| flee in New Orleans. Louisiana. and on sur
| render of the certificate therefor.
| No transfer of any fractional part OF a
share shall he made or permitted.
This corporation shall become going
concern and commence business as soon as
one hundred thousand dollars $500. 900. OOl
of its capital stock shall have been sub
| Scribed.
ARTICLE ".
| The corporate powers of this company
shall be vested in and exercised by board
of nine 90 directors. except as hereinafter
provided consisting of Il president, nrSt vice
president, second vicepreSident, secretary.
| treasurer and five stockholders, all of whom
with the exception of two, must be holders
of common stock. Five of said board shall
constitute quorum in the transaction OF
business, and their decisions shall be valid
corporate acts The first board Of directors
shall be- composed Of the following: Frank
Mclaughlin. Frank ]. bObranO. Edwin ID.
Jones. John Il. Fastening, Clement ). Wat.
whom Frank Mclaughlin shall be president,
Frank j. LObranO first president. Edwin
D. Jones. second vice-preSident, John II. FaS-
tprling OBSERVATION-DISCLOSURES They shall be
authorized To hold meetings and exercise all
the powers Of this corporation until the cleo
tiOn by the holders of frst-preferred stock
of two additional directors as hereinafter
provided.
Said board Of directors shall hold Office
until the first Monday in June. 1913, or un-
Ill their successors are elected and qualified.
During the absence OF the president, the
first yice-presidcnt shall preside at all meet
ngS of the board Of directors. and during
the absence Of both the second vice-president
shall preside N all said meetings.
Within sixty days from date hereof the
holders Of first-preferred stock shall elect
two additional members Of the board and
they shall hold office until their successors
are elected and qualified. as hereinafter pro
vded. Written notice Of said election adj
dressed 10 each holder of tirSt-preferred
stock at his last known place of residence
appearing on the books of the company. shall
be sent by the president AT least ten days
prior to the date on which the said election
is called. Two commissioners of election
shall be appointed 10 preside over said cleo
tion as provided herein for the annual cleo
ton of the board of directors The said
election shall be by ballot at the office Of
the company in the city of New orleans.
Louisiana. between the hours OF ten o'clock
lty Of votes cast. each share Of first-pre-
ferred stock voted upon to be counted for
one vote shall elect the person or persons
for whom they have been east.
The annual election of the board of direc-
tors shall take place on the first Monday in
June of each year. commencing with the first
Monday in June, 1913. Whenever the said
day shall be a legal holiday the election
shall BE- held on the next legal day there
after Notice Of said election shall be given
by at least ten tlO) days written notice by
registered mail, sent TO each stakeholder of
record at his last known address on the
~
tors shall appoint two (2D stockholders to
preside at such election as commissioners
In the event of the failure of any commits
SiOner or commissioners TO attend, the presi-
dent shall by appointment, fill the vacancy.
Any failure from any cause whatever TO
elect directors on the day named for that
purpose shall not dissolve the corpora ton.
but the directors then in office. as well as
the officers of the company. shall hold over
until their successors are chosen. In such
event. the president shall call another cleo
tion to he held within thirty 800 days, and
shall give notice thereof as hereinbefOre pro-
vided.
The election of directors shall be by bal
lot at the office of the corporation in the
city Of New Orleans, between the hours of
ten O'Clock a. m. and two o'clock p. m. and
the majority of votes east. each share of
stock voted upon to I've counted for one vote
shall elect the person or persons for whom
they have been cast. The holders of COM
mon stock shall elect seven directors chosen
from the holders of common stock, and the
two directors who may be holders of pre-
ferred stock. When the first preferred stock
shall have been calle.. in or purchased the
holders OF Second-preferred stock shall elect
two directors.
There shall be separate ballot boxes for
the ballots of common and preferred stock
When all of the preferred stock shall have
been called in or purchased. the holders of
common stock shall elect the board of direc
tors.
Until the preferred stock shall have been
called In or purchased. the board of directors
shall not ALLEVIATE mortgage or dispose of
its immovable property or oyster bedding
grounds. Ii shall, however. have the right
to exchange or surrender a portion of its
oyster bedding or planting grounds for an
After each election the board of directors
snail eject from their own number the Off
GERS or the company. 1t shall have the
right to segregate the Office of secretary.
treasurer and to create two Offices thereof
ARTICLE V.
This charter may be changed altered or
amended. or this corporation NAV be dis
solved with the consent of stockholders own
Ing three-fourths of the common stock of
the corporation, present or represented at a
general meeting of the holders of common
stock convened for that purpose, of which
said meeting at least ten DAYS written no.
tlce shall have been given by mail addressed
TO each holder of common stock at his last
known place of residence provided he be a
stakeholder of record on the books of the
company.
This charter may be amended to provide
Tor the issuance of preferred stock in a sum
not 10 exceed three hundred thousand dol
lars CS3OO.OOO.OO) after the preferred stock
hereinbefore referred to shall have been call.
ed In, retired and cancelled
In case of dissolution or termination OF
TINS corporation, either by limitation of its
charter or from any cause, the LIQUIDATION
OF ITS affairs shall be conducted by three
commissioners, selected from the holders of
common stock, at meeting of stockholders
as hereinabove provided
majority of votes to be cast at said
meeting shall serve to elect. Said commits
sloners snail remain in Office until the AZ
Iairs OF the company shall have been fully
iiquldated- In case Of the death, resigna-
uon, or inability to act, of one or more of
the said commissioners, the survivor shall
continue to act with the same power. and
snail be authorized to continue and com
plete the liquidation. The powers and com
pensation Of the commissioners shall he fixed
Doy the stockholders at the meeting at which
they are appointed.