The herald., 1912-03-21


ARTICLE Nv.
The capital stock Of this corporation Is
hereby fixed at the sum of fifteen thousand
dollars (S15, 600. OO), divided into one hun
dred and fifty shares of the par value Of one
hundred dollars (s100.0O) each, which shall
be paid for in cash when subscribed Tor, or
for the purchase Of property, as the board
Al shares of stock shall be full paid and
non assessable. No transfer OF said capital
stock shall be binding upon this corporation
unless recorded on the books thereof and
made pursuant to and in accordance with its
charter and bylaws.
No stakeholder NAV offer for sale, assign
or transfer his stock in this corporation
without giving to the other stockholders
thirty days prior notice OF such intention,
which notice shall be given in writing TO the
president, who shall thereupOn Immediately
communicate said notice In writing to each
and every stakeholder of record. in the
manner set out in Article for notice OF
Stockholders meeting, and the other stock
chasing said stock at the book value thereof
for a period of thirty days from the delivery
OF said notice 10 the president, after which
thirty days said stock may be sold in open
market In the event that the other stock
holders avail themselves OF the said thirty
day privilege and the demand should be for
more shares than are offered Tor sale, the
stockholders desiring to buy shall be en-
titled to purchase upon the pro rata basis OF
the stock already standing In their respect
I've names on the books OF this company
There shall be written or printed across
each certificate of stock on this company
These shares are issued and shall be held
subject 10 the charter and bylaws of this
corporation.
The business and affairs OF this corpora
ton shall be managed and conducted by,
and all the corporate powers thereof shall
be vested In and exercised by a board OF
not less than four nor more than nine direc-
tors to be elected from among the stock
holders Of the company, who shall have, at
least ten shares OF the capital stock or the
company standing in his name on the COM
panys books. A majority OF said directors
present either in person or represented by
proxy, shall constitute a quorum OF the
board provided that II at any meeting u
quorum be not present, one-haf OF the num-
Der of directors present in person or repre-
scented by proxy, shall constitute a quorum
at the next meeting.
Until the first Tuesday in January, 1918,
or until their successors are duly elected,
dualiiie and installed, the directors OF this
corporation shall be composed OF Albert God
chaux, as president; Harold Mayer, as vice
president f: r. +. l.. Mayer and \. \. ZODIAC.
ON the said first Tuesday in January, 1918.
and annually thereafter meeting OF the
stockholders OF this corporation shall be
held at its dOmicile for the purpose OF
electing directors for the ensuing year. Sa III
election shall be by ballot and the stock
holders receiving a majority of the votes
from any cause whatsoever to hold this said
annual meeting, or failure TO elect directors
on the day above specified, shall not dis
solve the corporation, but the directors ana
officers then in office shall hold over until
their SUCCESSORS have been duly elected, quail
flied and installed and 1t shall be the duty
Of the board OF directors TO convene withln
ten days another meeting or stockholders
for the purpose of electing directors, OF
which meeting each stakeholder shall have
three days prior notice in writing. The
q IL ftWfr nR ha
failure TO elect directors at same, shall like
wise not dissolve this corporation, but the
incumbent officers shall remain in office and
there shall be no election or directors by
stockholders until the date of the next an
nual meeting, TO which or TO any subsequent
annual meeting or meetings the same rules
shall apply.
Except as herein otherwise provided, no.
tice OF all meetings Of stockholders for the
election OF directors or for any other pur.
pose, shall be given In writing at least ten
days prior TO the date fixed for said meet
| ing, and shall either be delivered personally
TO the stockholders or deposited in the mail
directed 10 each stakeholder 10 his address
as same shall appear upon the books OF the
Corporation and IL no address appears upon
the books of the corporation, then said no
tice shall be deposited In the mail directed
care OF general delivery, New Orleans, La.
Any notice required by this charter may
be waived in writing by any or all Of the
stockholders appearing as such upon the
books. At all meetings Of stockholders, each
stakeholder shall be entitled to cast one
VOTE either in person or by proxy, for each
share Of stock owned by him and standing
| in his name on the books of the company
and except as herein otherwise provided. 8
maj Ority OF the votes so cast shall be suff
cient TO elect and decide any and all ques
tions voted upon.
! ARTICLE VI
The directors of this corporation as soor
as possible after their election, shall qualify
take Office and elect from among their mum
Der a president and vice-president. They
shall also elect secretary-treasurer who
need not be either a stakeholder or a direc
ltor. The board of directors shall have pow
er to appoint such other officers. agents and
employees and to enact such bylaws, rule:
and regulations as they may deem neces
sary and proper for the conduct OF the bust
ness of this corporation and in case of 9
vacancy on the board of directors or among
the officers from death, resignation, remov
al, or other cause, the said vacancy shall
be filled by the remaining directors at q
special meeting called for that purpose aftel
three days notice thereof has been given II
writing TO the remaining members Of the
board.
ARTICLE VII.
Except as to the increase or decrease o.
the capital stock, which must be done II
the manner and form required by law, thi,
act of Incorporation may be changed. amend
ed modified or altered, or the corporation
may be dissolved by vote OF three-fourth:
in amount of the capital stock present Of
represented at a meeting Of the stakeholder,
called specially for that purpose, provided
that in order to dissolve the corporation, a
least a majority Of the entire capital stool
must be present or represented at said meet
ing Upon the termination of this charte
by limitation, CIR upon the dissolution Of thu
corporation the business and affairs of tn,
company shall be nquidated by three com
lmissioners elected by the stockholders at {
general meeting called for that purpose
Said commissioners shall have entire charg'
of the liquidation with authority to sell ant
dispose of the assets of the corporation, ant
in case of the death or resignation Of
commissioner during the term of his duties
or In case of his failure or refusal to act
the remaining commissioners shall declar'
the Office vacant and shall elect commits
sioner from among the stockholders"
The whole as more fully appears by tn
annexed certified copy of the minutes Of salt
stockholders meeting.
And the said appearers having requisite,
me, notary, to put the said amendment II
lauthentic form, l do by these presents re
ceive said amendment In the form of thi
public act, to the end that said amendment
my be promulgated and recorded and thu
be read into the original charter passed be
fore Felix j. Dreyfous, notary public, oil
the 18th day of July, 1909.
Thus done and signed In my office at tn
city OF New Orleans, on the day and dat
herein first above written, In the presence o
II. r. Saal and George W. SchweitZer, com
lpetent witnesses, who hereunto sign thei
names with said appearers and me, notary
after due reading of the whole.
(Signed) Albert Godchaux, Harold