The herald. [volume] (New Orleans, La.) 1905-1953, 1914-06-11

| TO another director Three members OF the
! board OF directors, present IN person or by
| action ot business.
Any officer or director Of the corporation
may ~ any time be removed by a majority
vote Of the issued stock Of the corporation
! represented at special meeting OF the stock
! provided IN Article VII. and the duty OF
| appointing a, successor TO the removed person
| shall then dcvo,ve upon the stockholders
Article VI No certificates IF stock shall
| he issued. hut the amount OF stock owned
! by each stakeholder shall be carried on the
! books Of the corporation.
Before any stakeholder can sell the stock
! owned by him IN this corporation. or before
| the stock can, or shall. be transferred on the
! books Of the corporation, II must FIRST be
! offered IN writing 20 the board Of directors Of
! this corporation. who shall have the option
! OF purchasing the same at such price as said
! stoo kholder may have been offered tor the
/ same by q bona :Idc reSp0nsi bic person the
said offer Of such bona fde responsible pur-
! chaser 10 he evidenced by writing, which
writing IS to be submitted 10 the board Of
! directors At the time the OFFER OF sale 70 the
! board Of directors IS made. The said board
| u directors shall have thirty days from the
| time Of the otier Of sale 10 II within which
/ 10 decide whether or not to purchase said
| refuse 10 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 received therefor sum
| not less than the ITI,e at which he offered
! same 10 the board Of directors Of said corpora
/ ton. II the sale 10 a third person shall be
| Tor price less than the sum at which II was
! offered 10 this corporation, then this corpora
uun shall have the right TO refuse 10 trans
/ Ter the sand stock on the books Of the cor
| corporation, and the board Of directors shall
| have the night and privilege to purchase said
stock al the price at which it was sold
! II transfer OF stock Is to be made from a
! corporation, the stakeholder. who is selling.
! shall ME with the corporation an affidavit
\ executed both by him and by the purchaser,
| giving the price at which the sale Is made
| and no transfer shall be made until this ATM
! davIt Is filed. A transfer at lower figure
| than that named in the affidavit shall entitle
the corporation 10 rescind the transfer, and
| TO itself take over the stock, transferred by
| a payment to the transferee of the stock al
| the actual price for which the sale was made
| and the payment by the corporation 70 such
| trdnstcree shall be upon the same terms as
/ those herein next set forth in the case Of a
purchase Of stock by the corporation from a
| StoCkhOlder
| Whenever the board Of directors shall de-
eide TO purchase the stock Of any stakeholder
! the board shall have the right to purchase
| such stock upon terms OF one-t third or more of
! the total consideration to be paid in cash
and the balance in two equal installments
payable IN, or before, one and two wears
! thereafter, provided that the actual transfer
| OF the stock from the name OF the stoCkholder
who IS selling. to the corporation shall be
/ made only as the stock is paid for and until
| such transfers are actually made, the stock
] A'iACl' NlAo - StlllIE, SNdll, tOr all PURPOSES
| remain stakeholder for all administered
stock, subject only 10 the obligation TO sub
mt to the transfer of his remaining stock
| as II is paid for bv the corporation When
any stock thus purchased by the corporation
| IS to be reIssued, such stock shall be first
distributed among the stockholders in the
same manner as Is provided in Article " in
| the case OF an increase OF stock, provided in
! the case Of the sale Of purchased stock such
| stock shall be distributable amcng the stock
holders at the price at which it was bought
| Article VII The annual meeting of the
| stockholders Of this corporation for the cleo
| ton OF directors shall be held at the Office of
| the corporation at o'clock am. At all cleo
| tons by the stockholders, and all meetings of
| the stockholders, every stakeholder shall be
entitled to one vote for each share of stock
| standing IN his name on the books of the
| corporation, which vote may be cast BY the
| stockholder in person or by his written proxy
| and a majority of the votes cast shall deter
mlne all results, unless otherwise provided
! Stockholders meetings may be called at any
time by the president or by the board Of
directors, and they shall also be called by
| the president, or, in his absence, by the vice
| president, upon the application Of persons
| holding twenty-five per cent of the issued
stock OF the corporation; All stockholders
| meetings, other than the annual meeting
shall be called only after at least FIVE days
notice TO the stockholders, which notice must
be IN writing stating the object of the
| meeting, and must be served personally upon
| the stakeholder, II may Sc sent to him
| by placing it in the mail, addressed 10 the
stakeholder at his last known place of resi-
| denSe' not less than hve days before the date
| OF the meeting.
Article VIII. Whenever this corporation
may be dissolved, either by limitation or
| from any other cause. its affairs shall be liuui-
| dated by three commissioners, to be appoint
ed from among the stockholders at a general
meeting OF the stOck holders convened for such
| purpose after at least thirty days notice,
| gwen In the manner provided in Article VII
| The commissioners, appointed at such election,
| shall remain IN office until the affairs of the
| corporation have been fully liquidated In
! case Of death of one or more of the commits
| sloners, the vacancy shall be filled by cleo
ton by the surviving commissioners.
Article IN. This act of incorporation may
be modified changed, or altered, or this cor
poratiOn may be dissolved, with the assent
OF three-fourthS of the capital stock repre-
scented at a general meeting of the stock
thirty days notice to the stockholders, given
in the manner provided in Article VII
| Any change, proposed or made with refer
ence to the capital stock of the corporation,
| shall be made in accordance with the laws
| OF the State OF Louisiana on the subject of al.
teEing the capital stock Of corporations.
| Article y. No stakeholder shall ever be
| held liable for the contracts, debts, or faults
OF this corporation in any further sum than
the unpaid balance due the corporation OH
| the shares of stock subscribed to by such
| stakeholder, shall any mere infornality
| in organization have the effect of rendering
| this charter null, or of exposing stockhold.
| Il " any lldOlllly OcyOnO Ine SdlQ unpaid
| amount remaining due on his subscription to
| stock
Article XI. The subscribers to this act of
| Incorporation have written opposite their re-
| spective names the amount OF stock in this
| corporation to which zach has subscribed,
so that this act of incorporation may also
| serve as the original subscription list of
| the corporation.
Thus done and passed at my office in the
| Parish of Orleans, State of Louisiana, in the
presence of Miss Lurline Mcmahon and Louis
| Albert Murphy, competent persons, over four
| teen years of age, residents of the city of
| New Orleans, who hereunto sign their names
with the said appearers and me, notary pub
| lie, on the day and date aforesaid, after due
| reading of the whole.
| (Signed)
P. J. MCMAHON, subscribing to 495 shares;
/. J. MCMAHON, subscribing to / share;
| f. ]. MCMAHON, subscribing TO ] share;
| p. J. MCMAHON, Jr, subscribing to l share.
| J. b: MCMAHON, subscribing to shade;
X; NJ. MCMAHON, subscribing to / share.
| Witnesses:
| L. MCMAHON,
! LOUIS ALBERT MURPHY.
| (Signed FRED c. MARX, Not. Pub.
l, the undersigned Recorder of Mortgages,
in and for the Parish of Orleans, State of
Louisiana, do hereby certify that the above
| and foregoing act of Incorporation of the z.
| J. MCMAHON & SONS UNDERTAKING
| COMPANY was this day duly recorded in my
| office in Book ll27, Folio
| New Orleans, May %, 1914
(SignedD EMILE LEONARD, D. r.
(SeaD FRED c. MARX, Not. Pub.
May %, June II Is Is, July2