The herald., 1913-05-29

| tors, or may be Issued as ruI PAID STOCK n
| payment or exchange for property or rights
! actually received or purchased by the cor
| pOration, and in payment OK services rem
dered and all stock shall be full paid ant
| non -assesSable.
No shares Of stock shall be transferred
except on the books OF the corporation. ana
not until the certificate or certificates eY.
| denClBg the same, properly endorsed shall
have been delivered 10 the corporation and
duly cancelled; and the corporation shall
| have the right 10 refuse TO make such trans
| fer upon It's books as long the owner OF
the stock is indebted In any way 70 the
! corporation.
The board OF directors shall have the
| right to call in and purchase at their book
! value, as shown by the inventory last made
| such share or shares OF stock a. may be
! inherited from any of the stockholders who
may die All retired shares OF stock NAV
| be reissued by said board Of directors, at
| not less than their book value
No stakeholder shall have the right 20
/ sell or dispose OF his stock without hrs;
/ Offering il in writing. for ten days through
! the board OF directors. 10 the other stock
| holders in proportion TO their respective
| holdings, at a price not In excess uf the
| book value as OF the date OF such Offer, and
| IL any stakeholder refuses to purchase, ;hN
others shall have the right 10 buy the same
| in proportion to their respective holdings
| II all the stockholders refuse to buy then
said stock may be sold 10 any one.
This corporation shall begin business as
i
OF the capital stock is subscribed FOR, which
| amount Is hereby declared 10 De subscribed
Article V.-All the corporate powers OF
this corporation and the management and
| control Of its business shall he vested in and
exercised by board OF directors. TO b" com
| posed OF three members, majority of whom
| shall constitute a quorum for the tranSac-
| tiOn OF all business. ami their decision shall
| be valid corporate acts. 4 majority vote OF
| the directors present shall decide all QueS-
! lions voted upon. The board ~ directors
| shall elect from among its members its own
officers, as follows A president. who shall
also be the treasurer. vice president and a
| secretary. The board Of directors shall have
| the power 10 determine the manner and the
| cause for which vacancies may be declared
| on said board No person shall be eligible as
member OF the board OF directors unless
| a stakeholder Of this corporation. The fol
! lowing persons shall constitute the first
! board Of directors, viz: Joseph A. TrOXler,
| Louis A. TrOIler and Lawrence q. Mercer,
with the said Joseph 4. TroXler as preS-
| dent-trea Surer, Lawrence G.. Mercer as vice
president and Louis A. TroJler, as Sccre-
tary. Said board Of directors shall con
| tinue In Office until the second Friday in
| January, 1914, on which day and annually
| thereafter, board Of directors Shal! be
| elected by ballot for the term Of one year.
Such election shall be held under such rules
| and regulations as NAV be provided by the
| board OF directors. ANY failure. from any
| cause whatever to elect a board Of direc-
| tors on the day named, shall not dissolve the
| corporation, Dut the board or directors then
in office shall hold over until their success
SOrs are chosen. At every election and meet
| ing OF the stockholders the vote shall be by
ballot, and each share OF stock shall be en-
| titled TO one vote, 10 be cast by the owner
| in person or by written proxy. The stock
holders receiving a majority OF the votes
| cast shall he declared elected as the board
| OF directors. Any vacancy occurring on
said board shall be filled by the remaining
directors by the appointment OF some quail
! fed stakeholder who shall serve until his
| successor Is elected at the annual election.
The board OF directors shall have the right
i TO appoint and discharge such mana gers.
clerks, agents and other employees as may
be deemed necessary or eTpedient; and TO
make, change and amend all bylaws rules
and regula lions for the proper conduct and
management OF the affairs, business and
concerns OF said corporation, not In conflict
with this charter or the laws OF this state
provided, that the president may suspend
any employee, In his discretion pending the
action OF the board Of directors.
All warrants, checks, drafts or other oh
legations OF this corporation shall be signed
/. by the Observation-Disclosures.
ANY oficer or director NAV be removed By
: a majority vote OF the stockholders.
When all the directors consent thereto. thu
J notices otherwise required for holding meet
!, ings may be dispensed with.
| Article VI.-Meetings may be called a
the pleasure Of the president, or upon thu
written consent Of a majority Of the stock
I holders. Except as otherwise provided IL
this act, or by law, all questions submitted
at any stockholders meeting shall be de
cided by majority OF the stock voted a
said meeting
J All meetings OF the stockholders, whethe
general or special, shall be held only afte
. ten days written notice to each stakeholder
I Such notice shall be signed by the presiden
or secretary, and shall be Sent 10 each stock
holder by mail. directed to him at his las
z known place Of residence. The said notlc
. may be waived by the unanimous consent o
all the stockholders
Article VII.-No stakeholder shall be hell
: liable or responsible for the contracts, debts
faults or defaults, OF said corporation II
any further sum than the unpaid balance
due the corporation on the shares OF stool
owned by him, nor shall any mere infor
|. mallty in organization have the effect o
rendering this charter null, or OF exposing
E, a stakeholder to any liability beyond tn
amount remaining unpaid on his subscrip
, ton TO the stock
Article yIII.-This act OF incorporation
may be amended, altered, changed or modi
fed, or said corporation may be dissolved
;. by three fourths vote OF the capital stool
represented at a general meeting OF tn
:. stockholders convened for that purpose AT
: ter ten days notice, as prescribed in Arti
: Gle vi OF this charter. Any change mad
I, or proposed with reference to the capita
! stock shall be made In accordance witt
the laws Of this state on the subject o
altering the capital stock of corporations
: Article IX.-Whenever this corporation 1
dissolved, either by Limitation or otherwise
" It's analrS snail be liquidated under the su
: pervison OF three liquidators to be appoint
ed from amongst the stockholders, at a ger
eral meeting of the stockholders convene
after due notice, as required by Article V
= OF this charter. Said llquldators shall re
main In office until the affairs OF said col
} poration shall have been fully liqudatet
and any vacancy occurring In their numbe
} shall be filled by the remaining liquidatorS
The subscribers hereto have respectivel
!, written opposite their names the amount O
u stock owned by them in this corporation, S
y that the act OF Incorporation may ais
:, serve as the original subscription list OF tn
u corporation.
: Thus done and passed. In my office. q
Z New Orleans. aforesaid, in the presence G
AlphOnse ]. Plicque and Thomas J. Wood
!, ated in this city. who sign these present
u together with the parties and me, notar!
|. the day and date first aforesaid
u Original signed Names OF subscriber
, omitted. Witnesses: A. ]. Pllcque, IT.
y Woods.
% A ]. PETERS, Notary Public
!. /, the undersigned recorder Of mortga 2,
u in and for the parish of Orleans, state
u Louisiana, do hereby certify that the abo,
s- and foregoing act OF Incorporation OF II
Is Troxler Brothers and Mercer. Inc. was tn
- folio $40. New Orleans, April %, 1913.
;, (Signed) EMILE J. LEONARD, ID.
% A true copy OF the original on file and
record in my notsrial Office.
New Orleans, La, April &c, 1913
A. J. PETERS, Notary Publ
Il may Il 90 30 june > II 10
N CHARTER
;, OF HENRY LAZARUS COMPANY.