The herald. [volume] (New Orleans, La.) 1905-1953, 1913-03-20

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 be 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, to be composed of
ten stockholders, TO be elected annually on
the first Monday in May OF each year, ex-
cppI il be- a holiday, then on the next sue
Ceedng day not a holiday, without the for
mality OF notice Of meeting 10 stockholders
The first board Of directors appointed in
this charter shall hold their Office until the
second Monday in May, 1914, az ten o'clock
a. m, when their successors shall be in
Quoted into office. All such elections shall
be by ballot. and conducted at the office of
said corporation between the hours OF eleven
o'clock a. III. and three o'clock p. m, under
the supervision OF three commissioners, who
shall Ice directors and appointed by the
board Of directors. Each share OF the com
mon and preferred stock shall be entitled 10
one vote TO De- east in person or by proxy,
and a ma iOrity Of the votes east shall elect.
Said commissioners shall make their re-
turns in writing to the secretary of the com
pany on the day Of the election, or the FOL
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
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 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 bv death, resignation or otherwise, shall
be filled by election for the remainder of
the term of the board by the remaining di-
rectOrS A failure TO eject 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 10 be held aS soon
as possible thereafter, after ten days no.
tcc thereof shall have been given 10y 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, vice-preSi-
dent, a second vice president, and secre-
tary and treasurer.
The board Of directors shall have the
power either TO combine or separate the Of
fee Of secretary and treasurer, and in the
event elect a person not director TO NIL
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 al the pleasure OF the board. No en-
plOyee shall be employed for a longer period
than one month without special resolution
Of the board OF directors.
-hnn kar F,,11 avI
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
tanned, and generally TO do all things rea-
solable 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 10
represent him at all meetings Of the board.
ARTILE VI
Shall any stakeholder desire to sell his
stock he shall first offer the same 10 the
stockholders Of the company, through IL,
board of directors and any stakeholder shal
have the right to purchase same at its book
value at the time Of Offering. As Sool as
an annual statement Of the company shall
have been made the value Of the stock az
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 to 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
pursuance Of the provisions OF this charter.
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 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
ofice until the affairs of said corporation
shall have been fully liQuidated.
In case of death OF one or more OF the
commissioners the vacancy shall be filled by
election by the surviving commissioners, but
failure to elect successor or to fill 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 ior-
ity OF the capital stock represented at a
general meeting Of the preferred and CON-
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 IN.
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
this charter null or of exposing a stock
holder TO any liability beyond the UNPAID
| amount remaining due on his stock.
| ARTICLE x.
| Percival Stern, Gustaye Lemle, Sam He'll
man, Abe Blum, Ferd KatZ, Ferd Gumbel
i Charles Weinberger, David Stern, +. 5
Stern and +. X. Levy have been chosen a
Il the board of directors of said corporation
to serve as such until the second Monday II
May, 1913, or until their successors shal
have been elected and qualified.
i And the said appearers moreover declares
that in consequence of the foregoing an
pursuant to the authority in them yeste'
by the stockholders of said company, the
do hereby formally declare publicly an