The herald., 1912-10-24

the hrst election to be held In the year 1914.
All such elections shall be by ballot at the
office of the corporation under the supervi-
sion of five (5) commissioners to be ap-
pointed by the board Of directors and in
the absence of any commissioner the presi-
dent shall have power to fill the place by
appointment, and Of all such elections, as
well as of all meetings of stockholders ex-
cept for the purpose of liquidation or disso-
luton, or as otherwise required by law, ten
days notice shall be given by mailing TO each
stakeholder who appears as such on the
books of the company, at his last designated
address or at the general delivery at New
Orleans. II he has not designated an ad-
dress, an announcement stating the time and
place or the meeting. Each shareholder
shall be entitled to one vote for each share
of stock standing in his name on the books
of the company, cast in person or by proxy
and the majority Of the votes cast shall
elect. The board Of directors shall have
power to fill all vacancies that NAV occur
on the board. Failure to elect directors on
the day above specified shall not dissolve
the corporation, but the directors then In
office shall remain in Office until their sue
cessors are elected. Due notice of another
election shall forthwith be given as above
provided. Such notice of election shall be
continued to be given until an election Is
held. majority of the directors shall con-
stitute quorum for the transaction of any
business and the board OF directors at their
first meeting following each annual election
shall elect from their number a president
a vice-president, general manager, a sec
rotary and treasurer, and such other off
GERS as the board shall deem necessary The
board shall have the power in its discretion
TO unite two or more of the above or other
ofhces, and the same to confer upon one per-
son and shall have power to fix the salaries
or all officers, and of such other officers as
they may deem necessary. The board of d.
rectors shall have power TO make and estab b.
lish as well as alter and amend all bylaws
rules and regulations necessary and proper
for the support and management OF the bus
mess and affairs of said corporation not
inconsistent with its charter Said board
by unanimous vote shall also have full pow
er and authority to borrow money and
through the president or some other duly
authorized agent or agents to execute mort
cages, issue notes, bonds or other obligations
IN such amount and on such terms as In
their Judgment may be advantageous and
generally TO do all things reasonably neces-
sary Tor the proper carrying on of the bust
ness or said corporation, as also to issue
ana deliver full paid shares OF stock and
bends or obligations of said corporation in
payment OF money borrowed labor. services.
property or rights actually received by sa IA
corporation as heretofore set forth At any
, 1a OF me board OF directors any direc-
Tor absent from the meeting may be repre-
sented by any other director who NAV cast
the vote of said absent director according
TO the written directions of said absent di.
rector. The full board OF directors shall
nave the power, by unanimous vote of the
ilVe directors, to sell, lease mortgage INV
bond, mortgage or otherwise), or TO pledge
any anu all OF the property movable and
lmmovabie. belonging to the corporation or
TO receive In exchange therefor money or
STOCKS or bonds or other. obligations Of any
other corporation without referring TO the
shareholders for the power to do so and
they may also purchase for stock In this
company or for cash or on credit. property
OF any kind acquired for any of the pur-
poses OF the corporation without authority
OF the shareholders.
until the next general meeting to be held
under the charter on the first Monday OF
Marcn, 1914, or until their duly qualified
successors are elected and Installed the
BOARD OF directors shall be composed of
Wilton Il. Aymar, Henry r. Warfield. Clar-
snce L. Forettch, VIM. F. Williams. Ormond
X. Aymar, with Wilton f. Aymar as presi-
dent, VIM. F: Williams as vice-president and
treasurer, Clarence L. Foretich. secretary.
and Henry B. Warfeld as general manager
All other officers are to be elected by the
board Of directors ~
ARTICLE VI
whenever this corporation shall he dis
solved either by limitation or from any other
cause; It's AFFAIRS shall be liquidated by three
stockholders to be appointed at a general
meeting or stockholders convened for the
purpose OF liquidation, as hereinafter nro-
vlded, each share being entitled TO one vote
10 De cast by the holder, either In person or
Dy proxy. Said commissioners shall remain
IN once until the affairs of said corDora-
ton shall have been fully settled and iioui.
dated and they shall have full power and