The herald., 1914-05-14

poses of said business, and which may not
be specifically enumerated herein.
Article IN.-The capital stock Of SAID cor
poration Is hereby fixed at the sum OF ttteen
thousand dollars lSl5O0OO, divided into and
represented by fifteen hundred $500 shares
Of stock, Of the sum Of ten dollars tSlbpl
each. said stock shall be paid Tor IN cash
at such time. IN such amounts, and after suCi
notice to the subscribers as may be hxcd
Ly the board Of directors; ur the same may
be ISSUED ~ not less than par for labor done
or. property actually received by the eoTpoF-
The corporation shall become a going con-
gr-u and be authorized 20 dN business as
soon as three thousand dollars tSi"n"" ot
IT'S capital stock shall have been subscribed
and paid for in cash.
Ar,I,lc N.-AII the corporate powers Of said
corporation shall he vested IN and cNeTC. sea
by board Of directors to be composed OF
years on the second Tuesday IN May an each
rf;h wear except the hr~t board appointed
IN this charter who shall hold their Offices
until the second Tue ,day in May. 1920. =,
All such elections shall be held by ballot.
ard conducted at the office OF said corpora
tlo1. under the supervision OF three CON
mt>,tour-s TO be appointed by the board Of
Notice Of such election shall be given by
the secretary oi the company by publication,
.or not less than ten days, PRIOR thereto. IN
a newspaper published IL the city II New
Orleans.
meetings. every stakeholder shall We entitled
20 one vote for each share of stock standing
IN his name on the book, Of the company, to
be cast IN person or by his written proxy,
and a majority Of the votes cast shall elect
ANY vacancy occurring among the directors
by death, resignation or otherwise, shall be
filled hy election for the remainder Of the
term by the remaining directors.
\ failure TO elect directors on the date
above specified shall not dissolve the Corpor.
alton nor impair its corporate management,
hUt the directors then IN oftce shall remain
IN office until their successors are elected and
qualified.
The board Of directors shall elect form their
own number president, vlce-pre>Ident and
general manager. "a second ylcr-prcSldent, d
secretary and a treasurer. lhcv may from
time 10 time name and appoint all such other
officers and agents as they may deem ncccs-
-ary Tor the purposes and business o. the
corporation. They shall have power to tx
and dcnue the duties Of every officer and
employee, and all officers and employees shall
hold office at the pleasure OF the board.
The board may make and establish, as we'll
as. alter and amend, any and all bylaws
rules and regulations necessary and proper,
IN is judgment. for the conduct, support and
management Of the business and affairs OF
said corporation
The board shall have full power and author
rty TO borrow money, to execute mortgages
and 10 create liens, To issue bonds, notes aud
other obligations, 20 purchase and acquire the
business and good will Of any and all busI-
Of tins, corPorauon or cash. or paper and
generally TO do all things reasonable, con-
vcurent and necessary Tor the proper carry
Iug on OF the business Of the corporation.
The board may issue full paid shares Of
stock for cash, or IN payment OF labor done
OF property actually received by SAID cor
poratIun.
The said capital stock shall be evidenced
by certificates which shall be transferable
only upon the books Of the company, and
which shall be transferable upon the sur
render OF the outstanding certificates, or on
due proof Of loss.
Before any stakeholder can sell the stock
owned 10y him in this company, or before the
said stock can or shall be transferred on
the books OF the company 1t must nrst be
offered in writing TO the board OF directors
OF this company, who shall have the option
Of purchasing the same at such price as said
stakeholder may have been offered for the
same by bona tdc responsible purchaser
said offer of such bona hide responsible pur-
chaser to be evidenced by writing, which
writing Is 10 be submitted to the board Of
directors at the time the offer Of sale to the
board Of directors IS made. The said board
Of directors shall have thirty G'ul days from
the time of the offer OF purchase to II within
which 20 decide whether or not to purchase
said stock and should It fail or refuse to
purchase said stock within such period of
time, then the said holder or owner Of the
stock may dispose of It TO any third person,
provided he receives therefor a sum not less
than the price, at which he offered same to
the board OF directors OF said company. If
the sale 10 a third person shall be for a price
less than the at which II was offered
to this company, then this company shall
have the right to refuse to transfer the said
stock on the books of the company and the
board OF directors shall have the right and
privilege 10 purchase said stock at the price
at which it was sold.
Article NI.-Nhenever this corporation may
be dissolved either by limitation or from any
other cause, its affairs shall be hquidated by
three commissioners, to be appointed from
amongst the stockholders at general meet
ing Of the stockholders convened for such
purpose of which meeting notice shall be
given in the manner and time provided for
stockholders meetings by Article VII OF
this charter and a majority in amount of
the capital stock OF said company repre-
scented at such meeting shall be requisite to
elect Said commissioners shall remain in
office until the affairs OF said corporation
shall have been fully liquidated. In case
of death OF one or more of said commission
ers, the vacancy shall be filled by election
by the surviving commissioners.
Article Widths act of incorporation may
be modified, changed or altered, or said
poration may be dissolved with the assent
Of three-fourths of the capital stock repre-
scented at a general meeting of the stock
holders convened for such purpose, after
tice shall have been given in one more
newspapers published in the city of New
Orleans, once a week for four weeks preced-
ing the meeting and by a written notice to
each stakeholder mailed to him thirty days
address designated by him in writing.
Any change proposed made in reference
to the capital stock shall be made in accord
ance with the laws OF the state OF Louisiana,
the subject of altering the capital stock
of corporations
Article NIII.-No stakeholder shall ever Oe
held liable for the contracts, debts faults
Of said corporation in any further sum than
the unpaid balance due the corporation on
the shares of stock owned by him, shall
any mere informality in organization have
the effect of rendering this charter null, or
Of exposing a stakeholder to any liability be-
yond the unpaid amount remaining due on
his stock
Article IX.-Waldemar T. Richards, Adolph
o. Hoefeld, James Morris, Adolph ]. D'Aquin
and Merrick Swords have been chosen and
selected as the first board of directors of this
corporation, with Waldemar I. Richards as
president, James Morris as vice-president and
general manager Merrick Swords as second
ce-president, Adolph o. Hoefeld, as secre-
tary, and Adolph ]. D'Aquin as treasurer,
to serve such until the second Tuesday in
May, 1920, or until their successors shall have
been elected and qualified