The herald. [volume] (New Orleans, La.) 1905-1953, 1916-03-23

| No Stockholder shall ever be held IiabIe
! , 'SNp"hSlhie Tor the faults, contracts or
! .,'''N OF tliS corporation in any further s,,,,
Than thu unpaid balance due the rorno-,,i',,
| .I tlt Nhdrcs OF stock subscribed for b,.
| AliN, nor shall any mere inforuaIity IN ~
| 'Ts"ilZdtiom nave the effect OF rendering TN
| .'",'cI nun 1 or OF exposing any shareholder
10 any liability whatsoever
This corporation shall not engage in bus;-
ness until ten thousand tSlQmOOO1 dollars M
the capital stock shall have been issued and
.ery;rass IS'u IN, either IN cash. property or
! ~ ms corporation Is exchanged, in whole or
IN part, Tor property or good will, in that
| ,N,"' me provisions OF Section three 90 of
with. ''''S N''PIieu
Article N.-All the corporate powers Of thi,
| corporation shall be vested in and exercised
! 10y board Of directors composed of fnur ~
stockholders, each Of whom shall own ~
ms own right, during his term OF office a,
| least one full-paid and uupledgcd share al
! ,a' capital stock, which shall he shown BY
ms written declaration, two (2l Of whom shall
business. Vi
The officers Of this corporation shall con.
>'>J pI president, vlCc-prcSidcut, secretary
ana treasurer, all OF whom shall be members
' me BOARD OF directors. The Offices Of sec.
'I'"5,y ana treasurer may be held. IT de
-irSd, by one and the same person.
The following named persons shall c.r,,;-
| ute me board OF directors OF this cor1,p-a.
non t@-wt: Charles +. Hardie, Edmund H.
| EalIchild Edward K. Greenlaw and J. Wi
ham HerinEuc, with Charles F. HaTdic a.
president, Edward X. Grccnlaw a, vice.
president. and Edmond II. FaIrchild as srcrr.
/ iaIy and treasure, and these Director, and
,,hS Sc, snail serve until the second Monday
m March III, or until their successors have
been duly elected and qualified.
Thereafter the directors shall bc elected
annually on the second Monday in March OF
etSh ear. beginning with the year 1917: all
election OF directors shall he bv ballot and
each stakeholder shall be entitled 10 one vote
for each share of stock standing IN his name
on the books of the corporation. this vote
To- be cast in person or by proxy. and !,
shall require majority Of the stock present
or represented 10 elect
Failure to elect board Of directors on
| The second Monday in March. 1917, or aunu-
ally thereafter, shall not work a forfeiture
~ TINS charter, but the old board of direc-
oirS shall remain in office until their success
| >"rN are elected and qualified.
Article NI-The board Of directors shall
hold regular meetings at such times a. shall
be rNcd IN the bylaws Of this Corpo-,rior,
These meetings shall be held at the dnrI-
call special meetings Of the board OF dIrcs-
tors AZ such things as he may deem advisable
and he SHAH he required to call such spc-
yial meetings, whenever requested 10 do So
by three mcmhr~ Of the board OF directors.
Three days notice of such special meetings
Nh4I be gwen IN writing to the directors
unless waiver OF notice Is signed by the di-
ftCtnfS. Any vacancy occurring on the tbOard
either from death. resignation. or inability
to serve shall be filled by the board OF d.
rec,"rs, AZ ITS next regular meeting after
such vacancy shall have occurred The FIRST
board of directors OF this corporation shall be
required to draft suitable bylaws Tor the
government oi this corporation. which may
be altered, amended or changed rs the ext
gercIes OF the case may require.
Article NIl.-The stock of this corporation
may he transferred, provided such transfer
shall be recorded upon the books of the cor
poratlon before II shall be required to recogl
ME the transfer the new holder OF said
stock. The total amount Of the subscribed
stock. as herein set forth, j. the sum Of
twenty thousand CS1OOO.OW dollars which is
hereby authorized To he issued fully paid
and non assessable, Tor cash. or in exchange
tor property or services, according TO law
That, save as hereinafter provided, no share
or interest IN the company shall at any time
be transferred TO any person not already
shareholder, so long as any shareholder is
willing to purchase said share or interest
II the prescribed price. That in order to as
certain whether any. shareholder Is willing
TO purchase any such share or interest the
person, whether a shareholder OF the com
pany or not, proposing to transfer the same.
hereinafter called the retiring shareholder"
shall give notice in writing to the company
that he desires 10 transfer the same, and
such notice shall constitute the company his
agent for the sale of the share or other in
terest to any shareholder of the COMPANY at
the prescribed price. That il the company
snail within the space OF thirty days after
such notice find a shareholder desiring to
called the purchasing shareholder" and shall
give notice thereof TO the retiring share
holder, he shall be bound at such time with
in fifteen days thereafter as the company
shall appoint upon payment OF the prescribed
price, TO transfer such share or interest to
the purchasing shareholder. That if in any
case the retiring shareholder after becoming
bound as aforesaid, makes default in trans
terring such share interest, the company
may receive the purchase money and shall!
thereupoq cause the name of the purchasing
shareholder to be entered upon the register as
the holder of such share interest, and
shall hold the purchase money in trust for
the retiring shareholder, his executors, ad-
miniStrators or assigns, and the receipt OF
the company for the purchase money shall
be a good discharge to the purchasing share
holder, and he shall not be bound to see to
the application thereof, and after the name
OF the purchasing shareholder has been en-
tered in the register in purported exercise Of
the aforesaid power, the validity of the pro-
ceedings shall not be questioned by any per
son, and the purchasing shareholder shall be
deemed and taken to be the owner of the
said share interest That the prescribed
price shall mean the amount paid~in on such
share or interest, plus the proportionate part
OF undivided prohts, provided that II instead
OF there being undivided profits there exists
an impairment of capital OF the said COM
pany, then the propotlOnate part OF such
impairment shall be deducted from the
amount paid in upon such share interest
in ascertaining such prescribed price. That
the company shall in all cases on receiving
notice of desire to sell stock as aforesaid,
allow the other shareholders the opportu-
nifty TO take same in proportion TO their re-
spective holdings Of stock in the company
making all necessary adjustments to avaoid
fractions Of shares, and for that purpose Civ
ing the preference in all cases 10 sharehold-
ers who have the largest holdings.
Article NIII-ThiS charter may be mOdi
fed altered. the capital stock thereof in
creased or decreased. or the corporation may
be dissolved with the assent Of twO-thirds OF
the capital stock present or represented at
any meeting OF the stockholders held for that
purpose, after prior notice in writing 10 each
stakeholder, or mailed to him at his last
known post office address, all in accordance
with the terms of Act 267 OF 1914.
Article IN.-At the expiration of this char
ter, or the earlier dissolution OF this cor
poration for any cause, IFS affairs shall be
lqudated by one or more lquidatOrS to be
elected by the stockholders, all Of whom shall
hold stock in said company and said COM
miSsoners are hereby vested with full power
and authority to liquidate the affairs Of said
with full power to act.
Article N.-The appearerS hereby declare
that they have subscribed to the following
number OF shares Of the capital stock of this
tO-wit: Charles F. Hardie, 1928 |
Arabella Street, New Orleans. Louisiana,
forty-nne shares; Edmund II. Fairchild. 55H
Pitt Street, New Orleans. Louisiana, forty |
nine shares: Edward K. Greenlaw. 25S5 ES-
planade Avenue. New Orleans, Louisiana. !
one share: ]. William Zeringue, Station "A,
r. +. D., New Orleans, Louisiana, one share. |
Thus done and passed, in my Office In the
city OF New Orleans on the day, month and
year. first above written in the presence OF
ST. Clair Adams and Arthur p Portas, COM