The herald. [volume] (New Orleans, La.) 1905-1953, 1916-11-16

L
] IS not the bona hde owner of at least one
| % share Of the stock of said company.
| Any member of the board of directors who
| may be prevented from attending the meet
ings thereof may give his written proxy to
| any another member OF said board of direc.
| tors TO represent him in all matters at any
meeting of said directors, whether special or
general.
The board Of directors shall have full
power and authority to provide for the gen.
! eral and special meetings of the stockhold-
ers and of the board of directors as pro-
vided by law.
Article VI.-The following powers are ex-
pressly reserved to the stockholders TO be
| exercised by them, to-wit: the right to merge,
| amalganLate or combine this corporation with
| other corporations, TO sell the corporation
| assets a whole TO lease, sell, or mort
| gage the property or plant OF the corpora
| ton, either in whole or in part; TO fix the
| salaries of the officers of the corporation to
| control any uniform or general increase OF
| salaries OF employees; to control the policy
of the board of directors and of the officers
Of the corporation; and to pass upon any
| or to increase the capital stock.
| Any ard all of the things herein reserved
] may be done and performed by the stock.
holders in meeting assembled and provided
/ majority of the stock issued and outstand-
| ing shall agree 70 the same.
Article VII-Elections for board Of direc-
shall be preceded by fifteen Q9 days no.
| tice, and such notice as the law requires.
| All notices for either stockholders meet
1 ings or meetings or the board of directors
! required either by charter or by law, may
be waived by unanimous consent.
| All stockholders meetings shall be called
| and held at any time upon the required no
tees having been given, when called by the
| board of directors or the officers thereof, or
at the request of the stockholders, owning at
least ten Q0) shares or more of the capital
stock of said corporation.
Article VIII.-The officers of this corpora
4 eh al Of
vce-presidents, secretary and treasurer. The
| office of secretary and treasurer may be held
| by one and the same person. Until the cleo
ton to be held on the second Wednesday in
| October, 1917, the following named persons
shall constitute the FIRST board of directors,
to-wit: Paul F., Jahncks, sl4 Howard Ave;
F. Jahncke, sl3 Howard Ave; and August
w. Berdon, $50, Gravier St; with Paul F.
| Jahncke as president, C. S. Mcfarland as
vice president, Walter F. Jshncke, as secre-
tary and August w. Berdon as treasurer.
, Article Ix.-The names and post Office ad;
dresses of the subscribers to these articles OF
Incorporation and the number of shares sub
seTibed for by each are are as follows A.. New
$500 Chestnut 81, New Orleans, La, S
shares: Walter F. Jahncke. sl4 Howard Ave,
New oe1I 1v La 8 'h Nes 6 6Hssit VI i
shares: F. c. Dunn & Co.. Inc, 632 Gravier
St, New Orleans. La. lis shares; Ernest
| Lee Jahncke, Sl4 Howard Ave-, New orleans,
La, IL shares.
| Article X.-One of the principal purposes Of
] the organization of this corporation being
TO acquire by purchase all Of the material
and other effects of the F. c. Dunn & Com
contracts and leases which they have for
| gravel pits or other executory contracts, per
| tanning to the mining. producing and market.
| ing of gravel at Jackson. La. The parties
hereto annex herewith and make part OF
this charter a detailed description of all the
1 material and effects delivered, as well as a
| list of the contracts and leases which i'
propose: to transfer to ssIa eg sTe bnndred
dollars Csll 10000 of the stock herein sub
scribed by the F. c. Dunn & Co., Inc, to,
gether with the appraised value OF said
property as made by the board of directors
| hereinafter named. which said description
and appraisal has been signed By the board
of directors and paraphed me varietur by
me, notary, for Identification with TINS enar'
ter The F. c. Dunn & Co., Inc, consent.
| ing to a transfer of said property in payment
| of all the stock subscribed by It.
| Article XI.-This corporation shall have
| power to conduct business, not only IN the
State of Louisiana, but in any other state
territory or possession of the United States
| Article XII.-This charter maybeamended
| modified or altered, or the corporation may
be dissolved upon complying with Act 20
/ of 1914 or any amendment thereof, or any iaw
passed hereafter. on the subject matter; pro
| yided that a majority OF the stock issued ano
1 outstanding concurs therein.
| Article XII-This charter may be amended
| poration shall ever be held liable for any
~ the indebtedness, contracts or fault:
| thereof in any further sum than unpaid bal
ance that may be due the corporation or
the shares owned by him nor shall any mere
| informaIity in the organization have tnt
| effect of rendering this charter null or o.
exposing a shareholder to any liaoilit,
4 whatever. -:
| Article XIV.-At the expiration OF thi'
| charter or the earlier dissolution Of this cor
noratiou its affairs shall be liquidated by
1 two commissioners, who shall be stockhoid
ers iu said corporation, and who shall OK
| elected by majority of the whole stock IS
| sued and outstanding, and said commission
ers are hereby vested with full power ant
authority to sell any and all assets ant
| property, real, personal or mixed, Of TINS
CORPORATION and to convey full and complete
title thereto, and to do and perform any ant
ali acts essential and proper TO the full anS
i comnlete iiquidation of the affairs OF TIM.
corporation; and to distribute the proceeds
II any, as herein provided.
| In the event of the death, inability or res
isnation of any one of said commissioner
/ the survivor shall continue to act to b
1 likewise vested with full power and author
1 ity as herein mentioned
| So that this charter may also serve tn
p,roose as a subscription list. the under
| signed organizers of this corporation hsv'
resn~c,f,,ilv s,.bscrrbed for stock therein II