The herald. [volume] (New Orleans, La.) 1905-1953, 1914-05-21

presidents, a secretary and a treasurer. Said
board shall have the right TO unite the
offices of secretary and treasurer. 1t may
appoint secrf airy VINO need hoi U "a q bs
merely an employee, and not a member OF
the board: and it shall employ and dismiss
such clerks, managers and other employees
OF the Corporation as the interest and busi-
ness Of the same may justify. Any OF the
directors or officers shall have the right to
appoint by written instrument another dl.
rector or stakeholder to act as his proxy, ana
in his stead at any and all meetings OF the
Board of Directors.
Promptly after the formation of this Cor
poration there shall be meeting OF the
stockholders for the purpose OF electng the
first Board of Directors, who shall hold the
office until the second Tuesday of January,
1918, or until their successors are elected as
above provided.
Notices of election may be given by mail
addressed TO the last known postoffice ad-
dress of the stockholders not later than ten
DAYS prior to the date OF election.
After the amount of stock required to au-
thOrize this company to begin business has
been subscribed for, the Board Of Dlrec-
tors shall be authorized to sell the remaining
or additional stock at par, or at prlce
over and above the par value; but the net
additional amount over and above such par
value shall 20 to the surplus OF the company.
The number OF directors may hereafter be
increased to nine C., hve 81 OF whom shall
then constitute quorum, by the vote OF a
majority OF the outstanding common STOCK OF
the Corporation, at a meeting called TOR that
stated purpose, after due notice, as provided
for elsewhere herein.
Article v. No stakeholder of this Corpor-
alton shall sell or dispose OF his stock with
out first offering the same for sale, in writ
ing, to the other stockholders through the
Board of Directors, the stockholders who de-
sire to purchase such stock shall have the
privilege Of buying IT, in proportion to the
number of common shares owned by them, at
the price bona ide offered therefor, in writ
ing, and submitted TO the Board Of Directors.
1t no price Is offered by an outsider, then
the book value of said stock at the date OF
such offer of sale shall be the price at which
such common stock can be purchased by the
stockholders. If the Board of Directors
| declines to accept the offer submitted, or neg
| lects or fails to act within twenty (20) days
from the date such written offer is submit
| ted, the stockholders offering said common
| stock may dispose of the same to any person
! whomsoever. All preferred stock shall be
offered to the common stockholders through
| the Board OF Directors before the same car
be disposed of TO other persons, and said
| stockholders shall have the privilege OF pur
| chasing all such preferred stock at its pal
value and accrued interest on such par value
at the rate of eight per cent 90 per annuu
from the first day of January Of the ther
| current year.
Article VI. Whenever this Corporation
shall be dissolved either by Limitation o.
| from any other cause, its affairs shall b.
pointed at a general meeting of the common
stockholders convened for the purpose o
liquidation as hereinafter provided, eacl
share being entitled to one vote to be cas-
by the holder either in person or by proxy
| said commits sioners shall remain in Office un
til the affairs of said Corporation shall hav
been fully settled and liquidated, and the,
shall have full power and authority to trans
fer and give title to all the assets and prop
erty of the Corporation and TO distribute tn
proceeds. In case of death or disability o
! resignation OF one more commissioners
the vacancy shall be filled by the surviving
commissioner commissioners.
Article VII. This act of incorporation ma,
be changed, modified, altered, or this corpor
poration may be dissolved with the ascent o
the stockholders owning three-fourths of tn
common stock of the corporation, present o
represented, at a general meeting convene
for that purpose, and, after at least ten days
written notice has been given through tn
mail TO each common stakeholder at his las
known place of residence, or by delivery O
notice to him in person.
Article VIII. No stakeholder shall ever b
he'd liable or responsible for the contracts o