The herald., 1913-03-27
ARTICLE v.

All the corporate powers OF this cOrpOr- |
alton shall be vested in and exercised by
hoard of directors eleven IlD in number.
all of whom shall De stockholders, 10 DE
elected on the first Monday In April OF each
year. commencing with the first Monday oil
April 1918, with the understanding, now
ever that the first board of directors to he
| selected by the stockholders under TINS char-
| ter as well the first set of officers, ihere
Of tO-wit: president, yice,preSidens'
| a secretary and treasurer shall hold OF
| flee until the first Monday in April. l9lS
on the date last named. said election snail
take place and annually thereafter.
| Until the preferred stock shall have been
retired in full, the common stock shall elect
seven 90 OF these directors, and the pre-
ferred stock four a. OF the directors. when
the preferred stock shall have been retired
in full the common stock shall elect the
entire eleven directors. Upon the signing Of
| this charter the subscribing stockholders
Ahereto shall elect the first board OF dlrec-
! tors to serve until the first Monday in April,
| 1918, and said board shall thereupon, and
| from their own number, elect president.
vce-president, secretary and treasurer Tor
like period. 1t shall be competent. how
ever for the board Of directors to unite any
| two of said offices in one person. Five IJl
of said board shall constitute quorum Tor
the transaction Of corporate business.
| ARTICLE vi.
| Said board Of directors shall remain in
Office from the date of their election, for the
term OF their respective offices. or until their
successors have been chosen and qualified.
The election for directors shall be by ballot.
| and the majority In amount OF stockholders
voting whether in person or by proxy, shall
| elect the persons for whom they are cast
Each share Of stock voted upon. whether
| common or preferred. to he counted for one
vote. After each election. the board so
elected shall elect from their own number
the officers above named
The board Of directors shall give at least
ten DAYS notice by mail of the election of
directors, and shall appoint one or more
stockholders to preside at such election.
Any failure from any cause whatsoever 10
elect directors on the day named for that
purpose, shall not dissolve this corporation.
: but the directors and officers then In Office
shall hold over until their successors are
chosen and qualified.
: The board of directors shall have full
, power and authority to NIL vacancies In
their number, caused by death, resignation
or otherwise. The said board Is further
authorized to frame and adopt such bylaws,
rules and regulations as the affairs and bus
mess of the company may require, and II
may deem necessary. for the conducting and
management thereof, provided the same does
! not conflict with this charter, and the laws
OF the state of Louisiana, and those OF
! the United States; to name and appoint
! managers. fix their cOmpensa ton and terms
of employment, as well as other agents anu
employees as in its discretion may seem III
and proper, as well as to fix the salaries
and terms Of employment of all other ON
! GERS and employees, clerks and assistants.
The board Of directors are specially vest
: ed with the power to acquire and purchas,
such property or business or good Will, oil
all Of these from individuals, firms, or Other
! corporations, as said board of directors may
! deem advisable and proper and at sucf
!, prices and on such terms as they think best
! and to pay therefor in the full paid com
J mon capital stock OF the corporation. This
: power to purchase and acquire to he exer
: clsed by said board without the necessity
Of referring TO the shareholders for au
Holders Of preferred and common stool
, may vote at all stockholders meetings
I either in person or by proxy, each share cas-
to be counted for one vote
ARTICLE VII.
This charter may be amended modified
= or altered, or this corporation dissolved a
| a general meeting Of the stockholders con
vened for that purpose with the assent o.
| the majority OF the stock which may be Is
: sued present or represented at such meet
a ing. Thirty days notice Of such meeting
!, shall be given by mail TO the stockholder'
; OF record In case Of dissolution or ter
/ mlnation OF this corporation, the liquida
e ton OF its affairs shall be conducted b.
i three commissioners selected in like man
h ner and by like vote. and assent at a meet
J ing called as above for that purpose. Ii
q the event of the death or resignation OF an!
r of said commissioners, or vacancy occurring
in their number from any cause whatsoever
lie the two surviving commissioners shall hav
d the full power to proceed with their func
" lions or I'LL the vacancy, as they may elect
re ARTICLE VIII.
al No stakeholder shall ever be liable o
K. responsible for the debts contracts, or fault
re ~ this corporation, for any further sur
r. than the unpaid balance due on the share
o. OF stock subscribed for by him or owned b
Of MIN; nor shall any informality in the OF
DIS ganlZatlon have the effect OF rendering thi
III charter null or Of exposing a stakeholder I
lr- any liability beyond the amount OF the III
nd paid balance on his subscription to III
he stock.
he ARTICLE TX.
all Should any stakeholder or stock-owne
ID common or preferred. desire to sell or di
OF pose or all or any part of said stock {
"a rehhqulsh MS interest in the corporation
ius or desire 10 terminate or dissolve the sam
Ay- ne shall first tender such stock through N
!, board OF directors Of this corporation. Z,
me purchase, to the other stockholders ar
req the other stockholders shall have the pr
ma ferred right for ten DAYS to purchase II
ON stock so rendered. as the price shown
me the books OF the company. All stock issu,
per or to be Issued shall be subject to the for
wi going provision.
i've ARTICLE Y.
at The capital stock Of this corporation m;
nd be increased or decreased on complying wi
the the requirements of the law, and with SUI
lch bylaws as may be consistent with the la
I'M as may be hereafter adopted by the boa
mt Of directors.
the ARTICLE NJ.
nth Thus done and passed in my office on I
re- day and date first above written, in the pr.
be ence OF MesSrs L. A Schuber and W Co
of ated In this city, who signed these preseu
es- together with the parties. and me, notar
ch after due reading Of the whole, the ps
hrs ties hereto also affXing opposite their /
ed spective names their respective subscrI
lions to the capital stock OF this corpor