The herald., 1915-08-05

| ,,,,,',,.-r,rc wears from the date Of this act:
| It's do,aiciie shall be in the city OF Ne"
! Orleans.
! Article II.-'This corporation IS organize
| for the purpose OF producing, buying SeIlIhs
dealing and operating in building ana paving
material in Louisiana and elsewhere anu p"
! lease own and operate beds, deposits dnI
| lands containing the same, ana 10 eh'el iH'Il
! eupagemcuts, obligations or undertakings d'1
| 10 make and do any and all things necessary
| or proper in connection with the principal
object aforesaid; and 10 engage IN any othei
business or enterprise whlch might NC &C.
name to, or connected with, the purposes doo'
stated.
Article III.-The amount of the capital stock
! shall be SIX thousand (S6,UOOO) dollars, al,
vided into sixty (OO) shares OF one hundred
tSlUOUW dollars each, which have been en-
trely subscribed and paid Tor IN cash by the
appcarerS The whole OF SAID stock IS com,
mon stock Of equal dignity and power sand
capital may be increased TO one huhdieu
thousand (Sl0OVOO) dollars.
All stock in this corporation shall be held
upon condition precedent and under con,
tract and agreement IN the nature OF Eesteu
rights that all such stock IS 50 held and pos
,esscd subject 10 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 un-
TIL and unless the opportunity has been hTst
tUOiGtQ the SUdItuolbCIS u ltNDiu a. N4iN N"NN
OF such transfer sale or other alienation to
purchase such stock al book value plus twenty
five per cent, the value to be ascertalned IN
the manner herein prescribed. The rIght 10
acquire said stock hereby FIRST vested IN the
other stockholders OF record shall follow the
stock into any hands to which II may pass
and may be exercised against the holders
thereof within ninety days from the time any
sale or transfer thereof has been offered to
be entered on the books OF the corporation.
l. hill L.. h.. I,,.,r ~ bplI ~
III this corporation who intends or 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
tor the purpose OF such notice, and SAID board
OF directors shall give immediate iniorma-
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
alter shall deposit the price OF said stock IN
cash with the corporation on 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, 10 JOIN the said board IN fixing
the value OF SAID stock, which value shall be
established on the basis OF the last annual
or Seml-dnuudl statement or report OF the
corporation and the last monthly trial bal
ance 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-
Sttute the value and price OF said stock.
If within the twentyfOur 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
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
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 di-
rectoTs 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 deceased stakeholder,
and the tormalItieS and course Of procedure
the terms, conditions, stipuations and DELAYS
herelnabove established in said paragraph
shall apply in all respects to the procedure
10 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
10 De 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 VirlIe snare IN proportion to his existing
holdings in the stock, but should any share.
holder tail to exercise his right in this re-
Sard, ms right shall pass to and be absorbed
by the other shareholders, provided that the
owner, his widow, heirs or legal representa-
Ives, as the case may be, shall not be
'6lged to deliver said stock unless the
cover the entirety of the offerings under
first all of the holdings under
second
Fourth: All certificates of stock shall hear
upon their face a brief reference TO the rights
RS. NN"o'u'
Article IV.-All the corporate powers shall
DC vested in and exercised by a board Of |
directors composed of three stockholders, the |
majority OF whom shall constitute a quorum |
or the transaction of all business The hoard
u directors shall be elected annually by the |
'tockholders at meeting TO be held fer that |
'uypose on the third Tuesday of March of each
rear. The directors thus elected shall con- |
lnue IN .othce for one year and thereafter. |
intii their successors are elected and have
luaIlhed. ANY vacancy occurring on such |
'oard shall be filled by the remaining direc- |
ors Tor the unexpired term.
Any director may appoint by written iust-,, |
nent another director or stockholder 70 ACT |
Is ms proxy and in his stead at any and ali |
meetings of the board of directors.
Al It's hrst meeting after election the board |
II directors snail elect out of its own num-
Der president, vice-p-esident and a sec. |
Said board shall have the
ight to appoint and dismiss such managers
Jerks and other employees of the corpora |
ION as conditions may justify or the business |
II the corporation require. The tenure Of |
'thce OF all the employees of the corporation
nan be during the pleasure of the board OF |
directors. Until the election to be held IN
ne twenty-hrst day of March, 1916. the fol- |
owing named shall constitute the first board |
It directors, to-wit:
Ernest Lee yahncke, whose post Office al. |
iress is 1923 Palmer Avenue, New Orleans
Paul F. Jahncke, whose post ofics |
ludress is No. Audubon Place. New Orleans. |
and Walter F. Jahncke whose
oost office address is Sl4 Howard Avenue Neyv
orleans, louisiana. AVG"
Article V.-Meetings of stockholde,e Co.
ne purpose OF election or any other burmese
nay De held upon fifteen DAYS notice sent
'y mail or delivered, and a delivery of sucb
louSe IN person or at the residence of a |
'tockholder shall be sufficient for all mr..
'oses; such meetings may be held at anv
lme or place by unanimous consent and
without notice. Any notice REQUIRED hv th;s
n L..