The herald. [volume] (New Orleans, La.) 1905-1953, 1914-06-18


the hrst right 20 purchase the stock, at 1t.
pat value. IN the proportions OF their Their
irc proportion ~ any stakeholder shall like
wise trs' devo,yc upon the remaining stock.
holders, ~ their rrIatlv" proportions. IN the
even; any s'oshh1ldcr does not take his quota
Aru.,e Y. AL the corporate powers of the
/ said corporation shall be vested an and *.
crciscd by a board OF directors. 10 be com
posed 90; ave Stockholders. 20 be elected on
the second tuesday of July OF each year be.
ginning with the wear lbs From he d.,e
! oI tins charter, and until the second Tues tay
! 81 July, l'.5, the f7IIow'DS named persons
! snail serve As tac directors u this corpora
/ mon: Patrick J. Mcmahon. Thomas J. Nc
/ Mdagu. Edward J. Mcmahon. Patrick J. Nc
! Mahgu, r., John b. Mcmahon
/ The officers OF the corporation shall be 4
| president. vice president secretary and treas
/ urcr. who Sha.! be elected by the board Of
/ directors from among us number, provided
/ that from the date OF tins charter until the
election OF directors. upon the second Tues
| day OF July. 1915, the officers Of the corpor-
alton shall be as follows: Patrick J. Nc
Mahon, President; Edward J. Mcmahon Vice
! President, Patrick J. Mcmahon. Jr, Secretary:
! Thomas J. Mcmahon, Treasurer. The Offices
! Of secretary and treasurer may be combined
| IN the same person.
! All directors and officers Of the corporation
| shall hold office until their succcs-\s are duly
appointed. The duties OF the Officers OF the
corporation shall be those generally falling
/ to such officers, provided that the board OF
! directors may at any time define the specific
/ duties Of each officer. The board Of directors
may make and establish, as well as alter and
amend any and all bylaws, rules and regu.
! iatonS necessary and proper, IN its judy
| mcnt, for the conduct, support. and manage
| mcnt OF the business and affairs of the cor
| poratiOu.
! The board shall have full power and al.
! thouty 10 borrow money, 20 execute mort
cages, and 70 create liens, to issue bonds
! notes and other obligations, TO purchase and
/ acquire the business and good will OF any
| c n
business similar to the business Of this cor
| poratlon, and to pay therefor in stock Of this
! cooperation, OF cash, or paper, and, generally,
! TO do all things reasonably convenient and
! necessary for the proper carrying on of the
! business Of the corporation.
| II director cannot attend meeting Of the
| board % directors, he shall have the right
! TO give his written proxy for such meeting
| 20 another director. Three members OF the
/ board OF directors, present IN person or by
! proxy. NhLI constitute quorum Tor the trans
| Any officer or director OF the corporation
| may at any time be removed by majority
vote Of the issued stock of the corporation
! represented At a special meeting Of the stock
| holders. called tor that purpose in the manner
| provided IN Article VII, and the duty OF
| appointing a successor to the removed person
| shall then devolve upon the stockholders.
! Article VI. No certificates of stock shall
| be issued, but the amount Of stock owned
| by each Stockholder shall be carried on the
| books Of the corporation.
| Before any stockholder can sell the stock
! owned by him in this corporation, or before
/ The stock can, shall, be transferred on the
| books Of the corporation, II must first be
| offered IN writing 10 the board Of directors of
| TINS corporation, who shall have the option
| OF purchasing the same at such price as said
stockholdcr may have been offered for the
! same by a bona hde responsible person the
| SAID offer Of such bona fde responsible pur-
| chaser to be evidenced by writing, which
writing IS to be submitted 10 the board of
| directors at the time the offer OF sale TO the
board Il ~ adj h. Ea1l II
! OF directors shall have thirty DAYS from the
| time OF the offer of sale to it within which
| 10 decide whether or not to purchase said
/ stock: should the board of directors fail or
! 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 a sum
not less than the price at which he offered
same to the board OF directors of said corpora
ton. II the sale TO third person shall be
! tor price less than the sum at which it was
offered 10 this corporation, then this corpora
ton shall have the right to refuse TO trans.
Ter the SAID stock on the books of the cor
corporation, and the board Of directors shall
| have the right and privilege to purchase said
stock at the price at which il was sold
If transfer Of stock is to be made from
stakeholder to any person, other than the
corporation, the stakeholder, who is selling
shall file 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 affi-
davit IS hled. transfer at a lower figure
than that named in the affidavit shall entite
the corporation to rescind the transfer, and
10 itself take over the stock, transferred, by
a payment TO the transferee of the stock at
| the actual price for which the sale was made
and the payment by the corporation 20 such
| transferee shall be upon the same terms as
those herein next set forth in the case of
purchase of stock by the corporation from
stakeholder.
Whenever the board of directors shall de-
| eide to purchase the stock of any stakeholder
% Td hall eta ~.
such stock upon terms of one-thrd 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 stakeholder,
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
holder, who is selling, shall, for all purposes
| remain stakeholder for all untransferred
stock, subject only to the obligation TO sub
init to the transfer of his remaining stock
as II is paid for by 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 w, in
the case OF an increase of stock, provided in
the case of the sale of purchased stock, such
stock shall be distributabe amcng the stock
holders at the price at which it was bought
by the corporation.
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
stakeholder in person or by his written proxy
and majority of the votes cast shall deter
mine all results, unless otherwise provided
IN this charter.
Stockholders meetings may be called at any
nTPGfdRnf hy hpa r1 IS
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 stoc kholder, it may Sc sent to him
by placing it in the mail, addressed to the
dence, not less than FIVE 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 lqu-
dated by three commissioners, TO be appoint
ed from among the stockholders at a general
meeting OF the stockholders convened for such
purpose, after at least thirty days notice.
gwen IN the manner provided in Article VII.
ne commits sloners, 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