The herald., 1915-07-08

objects and purposes and =nder the agree.
ments and stipuations following, to-wit
Article 1.-The name and style of this cor.
poraton shall be '.Jahncke Service, Incorpor-
ated,' and under that name it shall have
and enjoy all the rights advantages and
privileges granted by law to corporations,
and shall continue and subsist for the period
OF mnety-nIne years from the date OF this
act. Its domicilc shall be III the city OF New
Orleans.
Article 1.-The purpose for which this cor
poration is formed is:
To conduct for itself or as agent. or repre-
sentative OF others, general contracting bus
mess; TO buy. sell and deal in building and
paving material and any material used in
construction and paving operations.
To carry, transport, deliver and distribute
by animal or other motive power for itself
and for others all things susceptible Of such
delivery, particularly the material used or
needed in contracting, building, levee or
road operations, and to engage IN any other
business or enterprise which might be ger
name 10, or connected with, the purposes above
stated
Article III.-The amount OF the capital
stock shall be six thousand (S6,O00OOl dollars,
divided into sixty ooU) shares Of one hundred
dollars each, which have been entirely sub
scrlbed and paid for IN cash 10y the appear
erS The whole OF said stock i common
stock of equal dignity and power. Said
capital may be Increased 10 one hundred
thousand dollars.
All stock in this corporation shall be held
upon condition precedent and under con
rights that all such stock Is held and pos
Sessed subject to the rules and provisions Tor
the transfer Of same hereinafter set out, to-
wit:
First: No sale or other transfer of shares
OF stock in this corporation shall be valid
until and unless the opportunity has been
FIRST afforded the shareholders Of record at
the date OF such transfer, sale or other
value plus twenty per cent, the value
To he asCcrtaIned IN the manner herein pre-
scribed The right to acquire said stock
hereby first vested in the other stockholders
OF record shall follow the stock into any
hands TO which it may pass and may be exer-
Cised against the holders thereof within
ninety days from the time any sale trans
fer thereof has been offered to be entered on
the books Of the corporation.
1t shall be the duty OF any holder of stock
in tins corporation who intends desire to
sell. transfer, ALLEVIATE or otherwise dispose
OF the same, TO give ten days written notice
Of such intention or desire to the board Of
directors OF the corporation, who are hereby
constituted agents OF the other stockholders
for the purpose Of such notice, and said board
of directors shall give immediate information
thereof, in writing to all the other stock.
holders OF record. Before the expiration OF
the ten days from the receipt Of said notice
by the board of directors, any shareholder
OF record may offer to purchase, and may
scquIre the right to purchase, said stock by
notifying the board of directors in writing and
thereafter shall deposit the price Of said stock
in cash with the corporation on or before
the expiration OF eighty days from the last
mentioned date.
Upon the receipt Of the first mentioned no
tice, the board of directors shall advise the
person owning SAID stock, his agent or repre-
sentative, to Join the said board i'll fixing the
value of said stock, which value shall be
established on the basis OF the last annual
or sem-aunual statement or report OF the
corporation and the last monthly trial balance
preceding the date Of such notice, and to the
value thus found and established there shall
be added twenty-five per cent, and the sum
thus found and established shall constitute
the value and price OF said stock.
Ii within the twenty-four hours after such
notice. the owner. his agent representative.
does not join with the board in establishing
the price value Of the stock, the board may
proceed without further delay to fix the said
value, using the report and trial balance
aforesaid for that purpose, which writings
declared TO be conclusive evidence for
and against all parties in interest in the
premises. whether the value IS established
by the joint act OF the owner, his agent,
widow, heirs or representatives or by the
board of directors acting in default of the CO.
operation OF said person or persons.
Upon receipt of the offer acceptance of
any shareholder to purchase said stock and
upon obtaining guarantee satisfactory to SAID
board for the price thereof, the board of di-
reCtorS shall thereupon give notice thereof
to the owner of the stock, his agent or repre-
sentative, and before the expiration of the
period of eighty days aforesaid. shall call in
the certificate certificates representing such
stock and pay the price or value thereof and
cause the same to be transferred on the books
to the purchaser.
Second: The preference. option and right
of purchase heretofore vested by paragraph
first in the other shareholders shall exist in
full force and effect in their favor to acquire
the shares Of stock of a deceased stakeholder,
and the formalities and course of procedure,
the terms, conditions, stipulatons and delays
hereinabove established in said paragraph
shall apply in all respects to the procedure to
be followed in case of death. Immediately
upon receipt of information of the death of
any shareholder. it shall be the duty of the
board of directors to cause the necessary steps
to be taken 10 carry out and enforce these pro-
visions.
Third: The preference. option and right of
purchase hereinabove established shall run in
favor of each shareholder of record for his
virile share in proportion to his existing hold
ings in the stock, but should any shareholder
fail TO exercise his right in this regard, his
right shall pass to and be absorbed by the
other shareholders provided that the owner,
his widow, heirs 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
Fourth All certificates of stock shall bear
upon their face brief reference TO the rights
herein established in favor Of the stockhold-
ers.
Article IN.-All the corporate powers shall
be vested in and exercised by a board OF
directors composed of three stockholders, the
majority of whom shall constitute a quorum
for 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 third Tuesday of March. Of
each year. The directors thus elected shall
continue in office for one year and thereafter
until their successors are elected and quail
fed. Any vacancy occurring on such board
shall be filled by the remaining directors for
the unexpred term.
Any director may appoint by written instru
ment another director or stakeholder to act
as his proxy and in his stead at any and all
meetings of the board of directors.
At its first meeting after election the
board of directors shall elect out OF its own
number a president, vice-president and
secretary-treasurer. Said board shall have
the right to appoint and dismiss such mana
gers, clerks and other employees of the cor
poration as conditions may justify or the
business of the corporation require. The
tenure of office of all the employees of the
corporation shall be during the pleasure of
the board of directors. Until the election to
be held on the twenty day of March,
1916, the following named shall constitute the
first board of directors, to-wit:
Ernest Lee Jahncke, whose post office adj
dress is 1928 Palmer Avenue, New Orleans,
louisiana; Paul F. Jahncke, whose post Office
address is No Audubon Place, New Or
leans, louisiana; and Walter. +. Jahncke,
whose post Office address is Sl4 Howard Ave
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