The herald., 1915-10-28

| cash with the corporation on or before the
expiration of eighty days from the last men.
| toned date.
Upon the receipt of the first mentioned no.
tice, the board of directors shall advise the
person owning said stock, his agent or rep
| resentative, to join the said board in fixing
| the value of said stock, which value shall be
| established on the basis of the last annual OF
| poration 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 or representative.
J does not join with the board in establishing
| the price value of the stock, the board may
proceed without further delay 20 fix the said
value, using the report and trial balance
aforesaid for that purpose, which writings are
declared to be conclusive evidence for and
against all parties in interest in the prem
Uses, whether the value is established by the
joint act of the owner, his agent, widow,
heirs representatives or 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
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 or 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 r. Sht of
purchase heretofore vested by paragraph hrst
in the other shareholders shall exist in full
force and effect in their favor to acquire the
, shares of stock of deceased stakeholder, and
the formalites and course of procedure, the
terms, conditions, stipulations 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 to carry out and enforce those 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 mold
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 hrst or all
of the holdings under paragraph second.
Fourth: All certificates of stock shall bear
upon their face a trief reference to the rights
herein established in favor of the stockhold-
ers. .
Article IV.-All the corporate powers shall
be vested in and exercised by board OF d.
rectors composed of three stockholders, the
majority of whom shall constitute 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 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 stockholder 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-
Der a president secretary and treasurer
Said board shall have the right to appoint
and dismiss such managers, clerks and other
employees of the corporation as conditions may
Justify or the business of the corporation
require The tenure of Office of all the en-
'pIoyes of the corporation shall be during the
pleasure of the board of directors. Until the
election to be held on the twenty-hrst day of
October, 1916, the following named shall con-
stitute the first board of directors, to-wit:
RAYMOND B. Scudder, Colgate Scudder, M.
E. Scudder and A. r. 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