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

the stock at a special meeting called tor that !
purpose or at a regular annual meeting OF
the corporation.
Article EI.-All certificates of stock issued |
by this company shall be signed by the pres
ident and counterSgned by the secretary or
treasurer or by director OF the company. !
The stock Of this corporation can be trans I
ferred only on the books of the corporation |
and subject to such regulations and formali-
ties as may be by the board of directors from
time to time prescribed. No stakeholder shall
be permitted to sell or otherwise dispose OF
his stock without first offering the same in
writing to the other stockholders, through the
board of directors, at price not exceeding
the book value thereof, and said stockholders
shall have an option and first right to pur-
chase all the shares of stock TO be thus dis
posed of by sale, death, resignation or other
! wise of any of the stockholders, and shall
] have a period of ten days in which to accept
I or to decline said offer. Should the board OF
directors or the stockholders decline to pur-
| chase said stock, then the stakeholder Cor
/ stockholders who made the offer TO sell or
| otherwise dispose of the stock, may do so IN
| any manner and at any price he may see fit;
but each share of stock is issued herein upon
| the condition and understanding that no
! stakeholder shall make sale or transfer his
! stock in violation thereof, and such sale
| transfer if made shall be void, and this com.
| pauy shall be under no obligation TO list said
| stock on its books to regard the holder
/ Of the certificate thereof.
Article VII.-The corporate powers of this
| corporation shall be vested in and exercised
by a board of directors composed of three
stockholders, two of whom shall constitute
quorum for the transaction OF business, but
said board of directors may be increased TO
hve by a majority vote OF the outstanding
! stock at any annual meeting or at any spe-
Cial meeting of the stockholders called for
said purpose, and without the necessity OF
any further amendment alteration of this
charter. The directors of this corporation
may vote in person or by proxy at any of the
meetings OF the board of directors, and the
board Of directors may delegate any of its
powers to any officer officers other rep
| resolution to that effect. The first board of
directors of this corporation shall be COM
posed of Karl Neumond, Ludwig Eisemann
and Ralph J. Schwarz, who shall serve until
the second Wednesday in January, 1917, or
until their successors are elected and quail
fed The directors shall be elected annually
by the stockholders at 4 meeting held on the
second Wednesday in January in each year
! after date hereof. Notice OF said meeting
shall be given fifteen days prior TO the date
of the meeting in writing sent to each of the
stockholders at his last known place OF resi-
dcnce. The board of directors may change
|, the date of said annual meeting to any other
$ date i'll January by written notice to that
J effect sent at least fifteen days before the
s date to which said annual meeting has beer
4 changed, directed TO each stakeholder at hi:
> last known place of residence. Each stock
: holder shall at such annual meeting othel
meeting, general special, be entitled II
: person or by proxy to one vote tor every
: share of stock owned. The elections shall b'
n held under such rales and regulations as may
= be from time to time determined by the boarC
. | Of directors.
4 The directors when elected shall hold ofic'
d for one year until their successors shall
e have been elected and qualihd and failure t
r hold the annual meeting of stockholders or L
a elect annually the directors shall not operat
y the forfeiture of this charter any right
d hereunder.
The first officers of this corporation VIII
r shall hold office until the second Wednesda
ID in January, 1917, or until their successor
er are elected and qualified, shall be Ludwi
te Eisemann as president and Fritz Marx a
rs treasurer, and Ralph ]. Schwarz as secretary
y Any vacancy occurring in the board of d
70 rectors may be filled by the directors for tn
~ unexpired term.
:. The first board Of directors shall hold offic
e until the second Wednesday in January, III
or or until their successors are elected and qua
d. flied.
I'd Article VIII-This charter or act of inco
~ poration may be changed, modified, altere
mt or amended by and with tie consent OF tw'
n thirds of all the stock at any meeting, gel
IT. eral or special held for that purpose, an
n such amendments may be material or imm
81 terial subject only to limitation as may b
nd law be provided, and this corporation sha
es have the right and power to increase or d.
as crease its capital stock as hereinbetore s.
nd out, and any increase of the capital stock
mt excess of the amount named herein as u
on amount to which the capital stock may
is increased may be made by three-tourths vo
of all outstanding stock.
nj Article IX.-Notice of any and all meeting
tie referred to in this charter or required by la
gal shall be given in the manner provided
of giving notices in case of election, unless 9
ID same shall have been waived
In case of dissolution, liquidation or te
lor mination of this charter by limitation
re- otherwise, the affairs Of this corporation sh;
OIL ed by the stockholders who may. provide I
number of said liquidators and vest the
use with such power and authority as may
lei law be permitted; FIX the terms and CONF
Us; compensation, and provide that in case
eI death or disability of any one OF SAID iiq
en- dators the remaining liquidators may HI!
IN IN vacancy continue to act on behalf OF
80 corporation.
ing Article X.-No stakeholder of this corpo
ton shall be liable responsible for a
,- acts contracts debts defaults OF this CO
re pany or any of its officers nor shall any
,re. formality in organization have the effect
and rendering this charter null and yoid or
Tor posing a stakeholder to any liability beyo
,tal the unpaid balance due on the stock helo
lge, him.
of Article XI.-The subscribers hereto. HI
ted written opposite their names the NUMBER
do shares subscribed for by each of them
less their post Office addresses so that tins chai
pro- NAV serve as subscription list, all OF wh
be subscriptions are payable in the manner
and form as set forth herein as per doeum
To hereto annexed and forming part OF
rop- charter and as provided for in Act 2h OF
ness General Assembly of the State OF Louisi
10 of 19l4
ates IT,, Ion. ,,d SIGNED at NeS Orles
the Louisiana. this 9th day Of September; !
ies' in the presence of Paul Chasez and Ed
IN Gum. competent witnesses, residing IN
OF parish of Orleans and State of LOUISIANA,
enc Sign these presents, together with saio
oe bearers and me, notary, after due readinf
mr.. the whole.
of Original signed: Names omitted
Witnesses: Paul Chaser, Edwin Gum.
mar PHILIP GENSLER, JR., Notary fut
paid 7 the undersigned recorder of mortga
| by in and for the parish of Orleans ana
time of Louisiana, do hereby certify tnat inc a
pre- and foregoing act of Incorporation OF n O
Neumond, Inc, was, this day, duly reco'
con- in nv Office in book llS, folio 30 ,o,,
bus New Orleans, La, September n, SlS.
stock (Signed) EMILE J. LEONARD, Dy.
/ 81 hereby certify the above and foreg
f,ct n he a true and correct copy OF the orie
80 act of incorporation of X. +. Neum
b To- and of the certificate OF recordatlo
az. the Deputy Recorder of Mortgages, except
T o. from this copy of said act there are ON
- The names of the subscribers and the nui
pts;po of shares subscribed to by each OF then
the permitted by law.
- . n