The herald. [volume] (New Orleans, La.) 1905-1953, 1912-03-21
ARTICLE V.

The officers Of this corporation shall con-
sist of a president, a vice-president and
Secrctary-treaSurer holders of stock all OF
whom together with three other StOckhold-
ers shall constitute the board Of directors.
All the corporate powers of this corpora
tion shall be vested In and exercised by the
said board of directors any four of whom
shall constitute quorum for the transaction
OF business. The members of the board of
directors may act In person or by proxy in
writing attested by two witnesses. The pre-
siding officer acting at anv stockholders
meeting. or ar any meeting of the board of
directors shall be entitled to vote but in no
case of a tie vote shall such presiding officer
be entitled to cast the deciding vote: il be-
ing the understanding that in case the men,
bers Of the board of directors. or the stock
holders in meeting assembled. he equally di-
vided on any matter, that no action be taken
on such matter.
The first board of directors shall consist
of Charles V. Frey. president: Edward James
Enright. vice-president; John Woods En-
right secretary-treasurer. and three other
holders of stock, all of whom shall serve
until their successors are duly elected and
qualified. This and succeeding boards Of
directors shall have the power TO fill vacan-
cies caused by withdrawal in their number.
hut in case of the death of any member of
the board of directors. his legal representa-
tive shall act in his place and stead during
the unexpired term for which said deceased
director was elected.
The board of directors shall be elected
annually hereafter at the domicile of this
corporation after ten days notice in writing
mailed to the last known address of the hold
ers OF stock on the first Monday of March
or as soon thereafter as possible, at a meet
ing of the holders of stock convened for that
purpose. The failure TO hold said stock
holders meeting on said date shall not for
felt the charter of tho corporation, but the
board of directors shall remain In office IN
til their successors are duly elected and
qualified. All contracts involving an amount
exceeding one hundred dollars (S100.00)
shall be subject TO the action of the board
of directors. and the president or officer act
ing in such capacity shall not have the
power to sign contracts exceeding this
amount except by and with the authority of
the board of directors. said authority TO be
expressed In the form of a resolution or
motion passed by vote OF the directors.
Each share OF stock In this corporation
shall he entitled to one vote at all stock
holders meeting. to be cast by the stock
holder in person or by proxy. Two-thirds
of the stock shall be necessary as a quorum
for the transaction Of business at all stock
holders meetings.
The majority Of the stock present or rep
resented by proxy shall be necessary for the
passage of any motion or resolution at such
stockholders meeting.
The annual meeting for the election of
the board of directors shall be preceded by
a ten days notice mailed to each stock
holder at his last known address a special
meeting OF the stockholders may be called at
any time by the president or when request
ed by the holders Of two shares OF the stock
of this corporation, the object Of said meet
ing to be stated in writing as provided for
other meetings.