The herald., 1915-08-12

Inc" and
enioy all the rights, advantages and PRIV
Ieges granted by law to corporations, ahl
shall continue and subsist tor the Peflou u
uiuety-uine wears from the date OF thls dSS;
It's domicie shall be in the city OF Ne"
Orleans.
Article II-This corporation IS oTsaniiLee
for the purpose of producing, buying SEEMING
dealing and operating in building and paVlns
material in Louisiana and elsewhere ana L
lease own and operate oeds, uePostS a..
lands containing the same, ana 10 ehteI ~
engagements obligations or undertakings dH'
10 make and do any and all things necessary
or proper in connection with the prlnclpa
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 stocE
shall be six thousand (S6.GOO0) dollars, di
yided into sixty (oO) shares OF one hundret
(slUOOO) dollars each, which have been en-
tirely subscribed and paid for IN cash by th'
appearers. The whole OF SAID stock IS com
mon stock OF equal dignity and power. 9diC
capital may be increased TO one huhateo
thousand (Sl0O,O0.0O) 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 SO held ana pos
sessed subject to the rules and provisions foi
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 has been hrSi
afforded the shareholders OF record at the date
OF such transfer, sale or other alienation To
purchase such stock at book value plus twenty
nve per cent, the value to be ascertained IN
the manner herein prescribed. The night 10
acquire said stock hereby hrst vested IN the
other stockholders OF record shall follow the
stock into any hands to which II may pass
i boil iar.
thereof within ninety days from the time any
sale or transfer thereof has been offered to
be entered on the books of the corporation.
1t shall be the duty OF any holder of stock
this 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 stockholders
for the purpose of such notice, and said board
of directors shall give immediate informa-
ton 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 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 tine receipt OF the first mentioned no.
tICe, the board of directors shall advise the
person owning said stock, his agent repre-
sentative, to join the said board in fixing
the value OF said stock, which value shall be
established on the basis Of the last annual
or semi annual statement or report OF the
corporation and the last monthly trial bal
dnCe 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 con-
stitute 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
may proceed without further delay to 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
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
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 Tor 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 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
hereinaooye established in said paragraph,
all
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 these pro-
visions.
Third. The preference, option and right of
purchase, hereinabove established shall run
IN favor of each shareholder of record for
ms 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-.
tiyes, as the case may be, shall not be
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 1V.-All the corporate powers shall
be vested in and exercised by board Of
directors 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 bv the
stockholders at meeting to be held fer that
purpose on the third Tuesday of March of each
year. The directors thus elected shall con.
tinue in office for one year and thereafter.
until their successors are elected ard -
qualihed. Any vacancy occurring on such
board shall be filled by the remaining Dire
tors for the unexpired term.
ANY director may appoint by written instru
as his proxy and in his stead at any and ali
meetings OF the board of directors
Al It's hrst meeting after election the board
OF directors shall elect out of its own mr..
per president, vice-president and a sec
retary-treasurer. Said board shall nav. ~.
right to appoint and dismiss such manssers
clerks and other employees of the cornora' ;
uon as conditions may justify or the business
OF the corporation require. The tenure Of
once once OF all the employees of the corporation
S SHaiI oe curing the pleasure of the board of
directors. Until the election to be held on
the twenty-hrst day of March, 1916. the fol.
lowing named shall constitute the first hoard
OF directors, to-wit: o0a'u
d- Ernest Lee Lee Iahncke, whose post Office ad
Paul F. Jahncke, whose post oft;cs
address is No. Audubon Place, New Orleans
louisiana; and Walter F. Jahncke uhn..
post office address is Sl4 Howard Avenue Neys
orleans, Louisiana. -'N"
"A Article VEMeetinss of stockholders for
the purpose of election or any other nurnosa
may be held upon fifteen DAYS notice sent
by maii or delivered, and delivery of such
iotSe IN person or at the residence of a
stocknoider snail be sufficient for all pur-
poses sucn meetings may be held at any
nv