The herald. [volume] (New Orleans, La.) 1905-1953, 1914-08-06

inheritance, any of the capital stock of this
corporation until the same shall have been
first offered TO the remaining stockholders for
the benefit of those stockholders who may de-
sire 10 purchase the same, through the board
of directors, for period Of ten days, at the
book value of such stock as shown by the
books of the corporation the LIST day OF
October last preceding the date of such offer
1t shall be the duty of the board of directors
promptly upon receiving an offer of sale of
any of the capital stock of this corporation to
communicate the same to the stockholders, in
writing. through the secretary of the company,
and each of the said stockholders shall be
entitled to purchase such proportion of the
stock SO offered for sale as the number of
shares owned by him at the time bears to the
number of shares owned by all other stock
holders desiring to participate in the pur-
chase. No sale under foreclosure, attach
or other Scd or Sy OF
shall be validity made until the foregoing re-
quirements have been complied with by the
person OF persons, firm or corporation provok-
ing such foreclosure sale. The board of
directors shall have authority, however, to
waive the above requirements TO any par
ticular hypothecation oil pledge of stock by
resoi alton adopted at regular called meet
ing of the board or at meeting attended by
all the members of tn. board of directors,
such resolution being adopted in advance OF
the pledge or hypothecstion.
Article V.-AI the powers of this corpora
ton shall be vested in and be exercised by
a board of not less than three nor more than
five directors, as determined in advance each
year bv the stockholders at the annual meet
ing. The said directors shall be bona fde
stockholders, and the first board shall be A.
franklin Pugh, who shall be president; Jos
A. Arey, who shall be vice president; A. d.
Brady, who shall be secretary-treasurer.
The above named board of directors shall
continue to serve until the first Monday in
October, 1915. at which time. and annually
thereafter, the stockholders shall elect from
their own number the directors Of the cor
poration. The above named board of direc-
tors and each succeeding board shall continue
to hold office until their successors are elected
and qualified. The persons to be hereafter
elected directors shall select from among their
a secretary treasurer. On the first Monday in
October. 1915, and annually thereafter the
stockholders shall elect board of directors
for the ensuing year, except when such day
shall fall on legal holiday, then upon the
next succeeding Law day.
The election Of directors shall be by ballot
and the persons receiving the largest number
of votes cast shall be declared elected. Fol
electing directors, OF for any other purpose
each share of stock shall be entitled to one
vote, whether present or by proxy, but nj
fractional share shall be entitled to vote.
majority of the directors voting at any ont
time either in person or by proxy, shall BE-
required to pass any resolution adopt an,
bylaw and which. when so adopted, shall
become valid corporate acts, provided a quo
rum of the directors were present in person
case Of vacancy on the board or among tn,
officers. caused by death, resignation or re
moval, by two thirds of the vote Of III,
board, or for any other cause, the remaining
members of the board shall have the powe
to fill such vacancy. Said board of director
shall have the power to enact such bylaws
rules and regulations as, in their opinion, ma,
be necessary and proper for the management
operation and control of the business of SAT-
corporation, and the board may select an,
fix the compensation of manager or genera
manager for the business of the company.
Article VI.-Notice of all meetings of stock
holders for election of directors, or for an,
other purpose, shall be given in writing b.
the secretary, to be deposited in the mail a
least ten days before such meeting is held
and directed TO each stakeholder at his las
known address the same shall appear upo
the books of the corporation. unless said motto
is waived in writing by all the stakeholder
| appearing upon the books. At all meetings c
| stockholders a majority Of the votes cast sha
be sufficient to elect or decide all question
voted upon, except for the alteration, amend
! ment or the dissolution of the corporation
Article VII.-This act of incorporation ma
| be altered, amended or modified, or this CO.
i poration may be dissolved by and with II
| assent of the holders of three-fourths i
amount of its then outstanding stock give
at general meeting of the stockholders, I