The herald. [volume] (New Orleans, La.) 1905-1953, 1912-03-28
ARTICLE v.

ARTICLE V.
All the corporate powers Of this corpora.
ton, and the management and control OF
its affairs, shall be vested In, and -exer,
cised by, Board Of Directors composed
Of four stockholders, majority OF which
shall constitute a quorum for the transac-
ton of all business The directors shall be
elected annually by the stockhoiders al a
meeting to be held on the second Monday in
January of each year, said meeting TO be
preceded by five days written notice to the
said stockholders. Each stakeholder shall
be entitled, in person or by proxy, to vote
for every share owned by him, and all cleo
lions shall be held under such rules and
regulations as may be determined by the
Board of Directors. At all meetings, wheth-
er Of directors or of stockholders, all ques-
lions shall be decided by majority or the
shares of stock represented at said meet
ings. The directors, when elected, shall
continue in Office for one year and until
their successors have been duly elected and
have qualified. No failure to elect shall
operate the forfeiture Of this charter. Any
vacancy occurring on said board shall be
filled by the remaining directors for the I'M
expired term. The Board of Directors shall,
at its first meeting after its election, select
out of it's number, a president and one or
more vice presidents and a manager, and
shall also elect a secretary treasurer, who
need not be, however, member of the
board. The president and manager shall
have the right TO appoint and dismiss the
clerks and other employees of said corpora
tion at pleasure, and as the interest and
business OF the same may demand. He may
exercise this authority by proxy. ANY direc-
himself, shalr have the right to appoint, by
written instrument, another director or
stakeholder to act as his proxy and in his
stead at any and all of the meetings of said
Board of directors during such absence or
Illness. The Board of Directors shall have
authority TO combine any two of the above
mentioned offices and elect one person TO
the dual position.
Immediately after the signing of this
charter the stockholders shall, without fur
Their formality, elect board OF directors
who shall serve until the election to be held
in 1913.
ARTICLE vi.
The funds of this corporation shall be
deposited, from time to time In a bank or
banks TO be selected by the Board of Direc-
tors. All checks, notes or other instru-
ments drawn, executed or issued in the cor
poration's name and behalf, shall be coun-
tersigned by at least two officers Of the
corporation. No officer shall thus sign or
endorse the name of the corporation, save
strictly in its concerns.
ARTICLE VII.
Stock is taken, held and possessed In this
corporation under the following contract
and agreement between the subscribers here.
TO and between all those who may hereafter
become owners of any stock In the corpor-
alton, tO-wit:
1. No stakeholder shall transfer. alien
ate, sell or otherwise dispose OF his stock
until he shall first address communica-
ton TO the Board of Directors signifying
such intent or desire, and thereupon the
Board of Directors shall give immediate
notice thereof TO the remaining stockhold-
ers. Within ten days after receipt of no
tice by the board, any or either of the sur.
viving stockholders may purchase said stock
by slgnifying the intent so to do and shall
within ninety days from the date of such
acceptance pay over In cash to the corpor-
ation, IN trust for such owner, the value OF
said stock, which value shall be established
on the basis of the last annual or semi-an-
nual statement or report Of the company
used In comparison with the last monthly
trial balance, to which shall be added
twenty-five per cent Of the value thus es-
tablished, and the amount OF the sum thu.
nxed shall constitute the value or price of
the said stock. The corporation shall there
upon call In the said certificate or certif.
Gates or stock and pay over the price thus
deposited to the owner or owners of said
shares and shall issue new certificates of
stock therefor. II more than one stock
holder signifies desire to purchase the
STOCK IN question, the same shall be divided
pro rata In accordance with the holdings
OF such proposed purchasers.
In case OF the death Of any share
holder, the option Is hereby granted to the
iemdinihS stocknolderS 10 purchase the stock
held by said deceased stakeholder within
ninety days following such death under the
same terms and conditions and by obsery-
ing the fOrmalfties hereinabove set forth :
provided that no individual stockholde.
snail ever own or control more than fifty
per cent OF the total number Of shares Of
this corporation.
3. The. active business Of this CORPORA
ton may be terminated at any time when
and II at meeting called for that purpose
after ten days written notice. stock amount
ing TO one-half OF the total stock issued and
and to stop the business, and IL within
ninety days after such decisions the stock
holders shall not have voted to liuuidate
the corporation in the manner hereinafter
PROVIDED any stakeholder may cause a re-
s eeiser 10 De appointed for the purpose Of