The herald., 1912-12-26
ARTICLE ".

The capital stock of this corporation IS
hereby fixed at the sum OF one hundred
thousand dollars (S1OO,OO0.OO), divided into
and represented by one thousand shares OF
the par value Of one hundred dollars
100000 per share. This company shall
have the right to commence business and be
a going concern when three thousand dollars
($3OO0O0) OF the capital stock shall have
been subscribed for. All stock subscribed
for shall he paid for in cash or property re-
ceived or labor done at such time and upon
such terms and conditions the board OF
directors shall prescribe. No transfer of
stock shall be admitted or held 10 be valid
or binding so far as the company is con
cerned unless made on the books OF the
company. No sale or pledge OF stock shall
be valid unless said sale or pledge is accom-
panied by written certificate signed by the
president and secretary-treasurer of the com
pany 10 the effect that said stock was Of
fered to the remaining stockholders through
the board OF directors at its book value for
a period Of ten days, and they had failed or
declined 10 PURCHASE same.
Stock sold or pledged in contravention TO
this provision shall become the property of
the stakeholder first rendering to the trans
ferree or Pledge its book value.
ARTICLE V.
All the powers of this corporation shall
be vested in and the business and affairs
| shall he managed by a board of directors
consisting OF three directors, who shall he
elected annually at meeting of the stock
holders on the first Monday of October OF
]
/ tors named in this charter who shall hold
| Office until the first Monday of October. 1914.
! All elections shall be held by ballot at the
Office Of tie company under The supervision
| of two commissioners to be appointed by the
board of directors. Notice OF such meeting
shall be given by the ScCretary-treaSurer iu
writing, delivered 10 each StockhoIdcr in
person. or mailed TO his last known address
| at least ten days prior to such election, but
I this notice may be waived by all the stock
/ holders.
At all such elections and at all meetings
of the stockholders every stakeholder shall
/ he entitled TO one vote for each share OF
| stock standing in his name on the books oi
/ the company at the date of said election or
meeting; said votes to be cast in person OF
| 10y written proxy, and majority Of the
votes shall elect.
The failure to elect directors at the an
nual meeting shall not dissolve or affect the
| corporation nor impair its management In
/ any respect but the directors in Office shall
remain in Office until their successors are
| elected and qualified.
! The board of directors shall elect as soon
| as possible after their own election and
| from their own number a president a vice
/ president, and a secretary-treaSurer, and
may grant to each officer such power as they
/ deem proper.
| All vacancies in the board for whatever
| cause shall be filled by the remaining direc-
! tors. Any member OF the board may ap-
| point any other director his proxy TO act in
his place and stead at any meeting of the
| board
| ARTICLE VI.
This act Of incorporation may be mOdi-
| fed, changed or altered or said corporation
! may be dissolved with the assent of three
| fOurthS of the capital stock outstanding, at
| a meeting of the stockholders convened for
| that purpose and after ten days notice has
been given by registered letter mailed TO the
| last known address of each stakeholder. The
said notice may be waived by the unanimous
consent OF all the stockholders.
| In case Of the dissolution of the corpora
ton its affairs shall be liquidated by the di-
rectOrs in Office at the date Of the disSOlu-
! ton.
! No stakeholder shall ever be held liable
| for the faults or contracts of said corpora
tiOn in any further sum than the unpaid
balance due TO the corporation on the shares
owned by him, nor shall any mere informal
| ty have the effect of rendering the charter
null. or exposing any stakeholder TO any
liability beyond the unpaid balance due on
| his stock.
ARTICLE VIII
| The first board of directors shall consist
of: Emile A. RainOld, who shall be its first
president; Ernest Roger, who shall be Its
| first vice-president, and Frank r. Rainod
who shall be its secretary-treasurer.
| The subscribers hereto have respectively
written opposite their name the amount OF
stock subscribed by them in this corporation
so that this act OF incorporation may also
serve as the original subscription list of the
corporation.
Thus done and passed at my office I'm the
city of New Orleans, state OF Louisiana, or
the day, month and year herein first above
written, in the presence Of Rosa klar and
BENJAMIN Y. Wolf. competent witnesses ot
the age Of majority and residents Of thi:
city, who hereunto sign their names Will