The herald. [volume] (New Orleans, La.) 1905-1953, 1915-11-18

| 50, "hether tne value IS established by the
{oint act OF the owner, his agent, widow,
ners or representatives by the board of
directors acting in default of the cooperation
| OF SAID person or persons
Upon receipt of the offer or acceptance of
any shareholder to purchase said stock and
upon obtaining guarantee satisfactory to said
| board for the price thereof, the board of d.
rectors shall thereupon give notice thereof to
lhe owner OF the stock, his agent, repre-
sentative, and before the expiration of the
period OF eighty days aforesaid, shall call in
the certificate or certificates representing such
stock and pay the price or value thereof and
cause the same to be transferred on the hooks
to the purchaser.
Second: The preference. option and right of
purchase heretofore vested by paragraph first
IN the other shareholders shall exist in full
IIlce ana effect IN their favor TO acquire the
shares OF stock of a deceased stakeholder, and
| the iormalities and course Of procedure, the
Terms, conditions, stpuations and delays
hereinabove established in said paragraph,
snail apply in all respects to the procedure
10 be followed in case of death. immediately
upon receipt of information of the death Of
any Shareholder, II shall be the duty Of the
BOARD OF directors TO cause the necessary steps
, visions.
Third: The preference, option and right
OF purchase hereInabove established shall run
IN favor OF each shareholder of record for his
EIrlIe snare IN proportion 10 his existing hold
! ings IN the stock, but should any shareholder
iaIi to exercise his right in this regard, his
right shall pass to and be absorbed by the
other shareholders, provided that the owner,
M. ms WIDOW heirs or legal representatives, as
the case may be, shall not be obliged to de-
liver said stock unless the offers to purchase
! the same shall include and cover the entirety
| OF the offerings under paragraph first or all
Z OF the holdings under paragraph second.
fourth: All certificates of stock shall bear
upon their face a brief reference to the rights
herein established in favor of the stockhold-
ers.
be vested in and exercised by a board of d.
rectors composed of three stockholders, the
! majority OF whom shall constitute a quorum
tor the transaction of all business The board
OF directors shall be elected annually by the
stockholders at a meeting to be held for that
| purpose on the first Monday of October of
each year. The directors thus elected shall
continue in Office for one year and there
after, until their successors are elected and
have qualified. Any vacancy occurring on
such board shall be filled by the remaining
| directors for the unexpired term.
| ANY director may appoint by written instru-
ment another director or stakeholder to act
as his proxy and IN his stead at any time and
| all meetings of the board of directors.
No employe of this corporation shall be con-
| sidered as employed by the year, unless so
contracted with in writing.
At its first meeting after election the board
| OF directors shall elect out of its own num-
I Der president, secretary and a treasurer.
| Said board shall have the right TO appoint
| and DISMISS such managers, clerks and other
employees of the corporation as conditions may
| justify the business of the corporation
! require. The tenure of Office of all the en-
| ployes OF the corporation shall be during the
I pleasure of the board of directors. Until the
election TO be held on the twenty-irst day OF
! October, 1916 the following named shall con-
stltute the first board of directors, to-wit:
Raymond b. Scudder. Colgate Scudder, NJ.
| +. Scudder and A. X. Scudder. All OF whom
reside at No. Richmond Place, New Or
! leans.
Article V.-Meetings of stockholders for the
! purpose of election or any other purpose may
/ be held upon fifteen days notice sent by
mail or delivered, and delivery of such
notice in person at the residence of a
! stockhoder shall be sufficient for all pur
poses; such meetings may be held at any
! time or place by unanimous consent and with
out notice. Any notice required by this
charter or by any laws of the state may be
waived and such waiver shall be in writing
and incorporated into the minutes of any
meeting held under such waiver.
! The stock of this corporation has been sub
scribed as follows: Che subscribers hereto
: all residing at No. 9 Richmond Place, New
| Orleans, Louisiana). Raymond B. Scudder,
2S5 shares; Colgate Scudder, 5 shares; NJ. E.
Scudder, 5 shares; A. K. Scudder, S shares
total, 800 shares.
Article VI-At the dissolution of this cor
poration, the liQuidators to be then and there
! elected in addition to the powers conferred
upon them by the laws of this state, may be
pOration in whole or in block and TO receive
in payment therefor the bonds or stocks of
/ any other corporations They may also be au-
thorized to compromise, arrange and adjust
debts due by or to the corporation.
| Article NlI.-The entire capital stock of
, this company has been subscribed and fully
paid.
Thus done and passed IN my Office on the
day, month and year, first above written, in
the presence of Henry P. Dart, Jr., and Tho
mas Joseph Dobbins, competent witnesses,
who have signed with the appearers and me,
the notary, after reading the whole.
Original signed: r. b. Scudder, 285 shares
Colgate Scudder, shares; NJ. E. Scudder, S
shares; A. R. Scudder, shares
Witnesses: Henry p. Dart, Jr., I. J. Dob
bins.
JEFF. c. WENCK, Notary Public.
| STATEMENT OF MANNER OF PAYMENT
OF SUBSCRIPTIONS TO CAPITAL STOCK
OF RAYMOND b. SCUDDER, INC.
! The subscriptions to the capital stock of
Raymond B. Scudder, Inc, have been paid
for in the manner following, to-wit:
Raymond B. Scudder has subscribed to 2SS
shares of stock which he has paid for by
transferring to the corporation the following
assets:
Tank cars GO cars a Sll0OOO)-----.-..-. 90
Office fixtures and furniture . 5000
Ia