The herald., 1915-07-29

i,s domiciie shall be in the city OF Ne"
! Orleans.
Article U.-This corporation is organized
| for the purpose OF producing, buying scilInb
dealing and operating IN building anu pay pay :,
| material in Louisiana and elsewhere anu y
! lease own and operate beds, depositS AM
! lands containing the same, and TO eh'ef llly
engagements. obligations or undertakings dhC
to make and do any and all Things heCesss ay
or uroper in connection with the prlhClpd
object aforesaid; and to engage IN any Othe'
business or enterprise which might be ger
name TO, or connected with, the purposes ABOVE
| stated.
Article III.-The amount OF the capital stock
shall be SIX thousand (So,UDVG) dollais' u
| yided into sixty 900 shares OF one hundred
(SlUOCO) dollars each, which have been en-
tlrely subscribed and paid Tor IN cash by Inc
! appcarers The whole OF SAID STOCK Is com
mon stock of equal dignity and power SalG
capital may be increased 10 one huHu' eO
thousand (SlOO,OU) dollars.
All stock in this corporation shall be held
upon a condition precedent and under con,
tract and agreement in the nature OF vested
rights that all such stock IS 50 held ana pos,
sessed subject to the rules and provisions ioi
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 un'
I'll and unless the opportunity mas Dteh His'
afforded the shareholders OF record IT the date
o
purchase such stock Al book value plus twenty
i've per cent the value 10 be asccrtaned IN
the manner herein prescribed. Inc Tight 10
acquire said stock hereby FIRST vested IN the
other stockholders OF record suall follow the
stock into any hands TO which II may pass
and nav be exercised against the holders
thereof within ninety days from the time any
sale or transfer thereof has been offered 10
be entered on the books OF the corporation.
1t shall be the duty Of any holder OF stock
in tins corporation who intends or desire 10
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 St0ckhoIdeFs
Tor the purpose OF such notice, and SAID board
OF directors shall give immediate informa-
ton thereof, IN writing to ali 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 acquire
the right to purchase SAID stock by notifying
the board of directors IN writing and there
after shall deposit the price OF said stock IN
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 repre-
sentative, to join the said board IN fixing
the value OF said stock, which value shall be
or semi-annual statement or report OF the
corporation and the last monthly trial bal
ance preceding the date of such notice, and
10 the value thus found and established there
shall be added twenty-five per cent, and the
sum thus found and established shall con-
sttute the value and price of SAID stock.
If within the twenty four hours after such
notice, the owner, his agent or representative,
does not join with the board in establishing
the price or value of the stock, the board
m Wit 81 m bN he
said value, using the report and trial balance
aforesaid tor that purpose, which writings
declared 10 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 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 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, stipulations and delays
herelnabove 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, 1t shall be the duty of the
board OF directors to cause the necessary steps
to be taken to 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
holdings in the stock, but should any share
holder fail to exercise his right in this re-
gard, his right shall pass to and be absorbed
by the other shareholders, provided that the
owner, his widow, heirs or legal representa-
tives, as the case may be, shall not be
obliged 10 deliver said stock unless the
offers TO purchase the same shall include and
cover the entirety of the offerings under
paragraph FIRST or all of the holdings under
paragraph second.
Fourth: All certificates of stock shall bear
upon their face brief 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 a board of
directors composed of three stockholders the
majority of whom shall constitute a quorum
for the transaction of all business. The board
stockholders at meeting to be held for that
purpose on the third Tuesday of March of each
year. The directors thus elected shall CON
tinue IN othce for one year and thereafter
until their successors are elected and have
qualihed. Any vacancy occurring on such
board shall be filled by the remaining direc
tors for the unexpired term.
Any director may appoint by written instrtI-
ment another director stakeholder to act
as his proxy and in his stead at any and ali
meetings of the board OF directors
AT its first meeting after election the board
OF directors shall elect out of its own num-
Der a president, a vice-president and a sec.
retary-treasurer. Said board shall have the
right to appoint. and dismiss such managers
clerks and other employees of the corpora.
ton as conditions may justify or the business
OF the corporation require. The tenure of
ONCE OF all the employees of the corporation
snail be during the pleasure of the board OF
directors. Until the election to be held on
the twenty first day of March, 1916. the fol-
lowing named shall constitute the first boarJ
of directors, to-wit:
Ernest Lee yahncke, whose post Office adj
dress is 1923 Palmer Avenue, New Orleans
LOUISIANA; Paul F. Jahncke. whose post Office
address Is No Audubon Place New Orleans
Louisiana; and Walter F. Jahncke whose
post office address is S14 Howard Avenue. New
Orleans, louisiana -''"
Article V-Meetings of stockholders for
the purpose OF election or any other purpose
may be held upon fifteen days' notice sent
Dy mail or delivered, and a delivery of such
hotlce IN person or at the residence of a
stakeholder shall be sufficient for ali n,,r-
poses; such meetings may be held at any
hne or place by unanimous consent and
without notice. Any notice required nv tb;s
charter or by any laws of the State NAV he