The herald. [volume] (New Orleans, La.) 1905-1953, 1913-04-03
TIL e III e II AID

the cumulated dividends and interest there
on as herein provided for. Such retirement
plus fund, and In no case shall any such
preferred stock be redeemed for cash under
circumstances which would produce an i'm
pairment Of the capital OF the company,
the outstanding common stock Of the com
pany at no time 10 he worth less than par.
Such retirement or redemption OF stock can
only be effected on one months notice after
ARTICLE V.
All the corporate powers OF said corpOr-
alton shall be vested in and exercised by
the board of directors, 10 be composed OF
ten stockholders, 10 be elected annually on
the first Monday in May Of each year, eX-
cept IL be holiday, then on the next sue
ceeding day not a holiday, without the FOR
mality OF notice of meeting TO stockholders.
The first board of directors appointed in
this charter shall hold their Office until the
second Monday in May, 1914, at ten O'Clock
"A. m, when their successors shall be in
Quoted into office. All such elections shall
be 10y ballot, and conducted al the office Of
said corporation between the hours Of eleven
o'clock a. IN. and three O'Clock D. M, under
the supervision OF three commissioners who
shall be directors and appointed by the
board Of directors. Each share OF the com
one vote To be cast in person or 10y proxy,
and a ma jOrity OF the votes cast shall elect.
said commissioners shall make their re-
turns in writing to the secretary OF the com
lowing day. and upon receipt Of said return
the secretary shall notify the ten stock
holders receiving the highest number Of
votes Of their election. The directors thus
elected shall meet on the second Monday in
May following, at ten O'Clock a. m, elect
officers and transact business.
Until the preferred stock has been retired
as herein provided the common stock shall
elect six OF the directors and the preferred
stock shall elect four.
II the dividends on the preferred stock
shall not be earned and paid for a period
OF two successive years, then the preferred
stock shall elect six directors and the com
mon stock four. When the preferred stock
shall have been retired, the common stock
shall elect the ten directors.
Any vacancy occurring among the direc-
tors by death, resignation or otherwise, shall
he filcd by election for the rema Under Of
the term OF the board by the remaining di-
rectOrS. A failure to elect directors on the
date above specified shall not dissolve the
corporation. but the directors then in office
shall remain in the office until their sue
ceSsors are elected and qualified. and shall
cause another election TO be held as soon
as possible thereafter, after ten DAYS no
tiCe thereof shall have been given by mail,
TO each stakeholder. Five directors shall
constitute a quorum for the transaction of
business
The board of directors named in this
charter shall. Immediately upon the organ
iZatiOn Of this company and the board OF
directors thereafter elected shall elect from
their own number a president, a vice preSi-
dent, second vice president, and a secrc-
tary and treasurer.
The board Of directors shall have the
power either to combine or separate the Of
fce Of secretary and treasurer, and in the
event elect person not director to I'LL
one Of said offices.
Said board OF directors may appoint from
time to time such superintendent, officers.
clerks or agents and other employees as they
may deem necessary for the purpose and
business Of said corporation, who shall hold
office at the pleasure Of the board No EN-
pIoyee shall be employed for longer period
than one month without special resolution
Of the board OF directors.
Said board shall have full power and au-
thOrity to acquire property, real, personal
or mixed, borrow money. execute mortgages,
pledge its movable assets, issue bonds, notes
or other obligations sell all or any portion
Of the corporate property for cash or stock
in any other companies, or any other con
SideratiOn that they shall deem fair and
proper, provided the consent Of seven eighths
in amount Of the preferred stock is first OBJ
tained and generally to do all things rea-
sOnable and necessary for the proper carry
ing on OF the business OF the corporation.
And also to issue and deliver full paid up
shares OF common stock in payment OF la
Dor done on property or franchises actually
received by said corporation. Each direc-
tor shall have authority to appoint in writ
ing a proxy, who must BE- a stakeholder TO
represent him at all meetings of the board.
ARTILE VI.
Shall any stakeholder desire TO sell his
stock he shall first offer the same TO the
stockholders Of the company, through its
boa rd Of directors and any stakeholder shall
have the right to purchase same at its book
value at the time OF Offering. As soon as
an annual statement OF the company shall
have been made the value OF the stock
shown by said statement shall be taken as
the book value OF the stock until the next
annual statement. Should said stockhold-
ers, or any one OF them. in seventy-two
hours after notice being given, fail or re-
fuse to purchase the stock offered for sale
such stock may be sold 10 any one.
No transfer OF stock shall be made or held
TO be valid and binding unless made on the
books OF the company, and unless made in
ARTICLE VII.
Whenever this corporation may be dis
solved, either by limitation or other cause,
its affairs shall be liquidated by three com
missiOners to be appointed from amongst
the stockholders at a general meeting of
the stockholders convened for such purpose
OF which meeting notice shall be given for
twenty days, by written notice sent by reg
istered mail to each preferred and common
stakeholder, and the majority In amount of
the capital stock Of the said company repre-
sented at such meeting shall be requisite to
elect. Said commissioners shall remain In
ofiice until the affairs of said corporation
shall have been fully liquidated.
In case Of death of one or more of the
the vacancy shall be filled by
election Dy the surviving commissioners, Dut
failure TO elect successor or to I'LL said
vacancy shall not vitiate the acts of the
survivors In the premises.
ARTICLE VIII.
This act OF Incorporation may be changed
modified, or altered, or said corporation may
be dissolved with the assent OF the ma jor-
ity Of the capital stock represented at a
general meeting Of the preferred and COM
mon stockholders convened for such pur-
pose and after a written notice to each
stakeholder, mailed to him by registered
mail twenty days prior to the date Of the
meeting.
Any change proposed or made in reference
to the capital stock shall be made In &C
cordance with the laws OF the state of Lou
isiana on the subject OF altering stock of
corporations.
ARTICLE TX.
No stakeholder shall be liable for the con-
tract or faults OF said corporation in any
further sum than the unpaid balance due
the corporation on the shares OF stock own
ed by him, nor shall any mere informally
in organization have the effect of rendering
holder TO any liability beyond the unpaid
amount remaining due on his stock.
ARTICLE Y.
Percival Stern, Gustave Lemle, Sam He'll
man, Abe Blum, Ferd Katz, Ferd Gumbel.
Charles Weinberger, David Stern, F. 5.
Stern and +: X. Levy have been chosen as
the board of directors OF said corporation,
TO serve as such until the second Monday in
May, 1913, or until their successors shall
have been elected and qualified
And the said appearers moreover declared
that in consequence of the foregoing and
pursuant to the authority in them vested
by the stockholders of said company, they