The herald., 1916-08-31

|
tign, such failure shall not forfeit this char
| ter: but an election shall be held soon a
! may De practicable, after notice as provided
| above.
/ Each board Of directors, at its first meeting
4ftr- each election shall elect from its mum
! her a president and a vIce-pres!dent; anC
! shall also elect a secretary and a treasurer
/ either or both OF whom may be members OF
| he board, and both OF which offices may be
! ullcd by the same person, all as the board
may see jt.
| With the written consent Of all the drec
tors, valid meetings Of directors may be held
lrats.de Of the state or within the state else
W here than at the domicile OF the corpora
r'ou.
\ majority Of the directors shall constitute
| 3 quorum for the transaction OF all business
! and every vacancy occurring on sad board
! shall be filled by the remaining directors
! Tor he uucNplred term.
/ The said board, or such officer as II may
| designate. shall. have the power to hx and
define The duties Of every officer and EN-.
plpvcr: and all officers and employees shall
/ hold office and employment at the pleasure
! pf said board.
| The board OF directors shall make and es-
ItlhIf,h a. we'll. as alter and amend, all by
! laws, rules and regulations deemed proper N
| it, Judgment for the conduct and manage
..rut uf the business and affairs OF said cor
p,ration; shall have the right and power TO
DnrrJw and lend money, 10 sell all or any
,
assets and effects OF the corporation, - make
! all contracts, purchases and sales, to buy,
| lease, acquire, improve and build upon real
estate II exercise all the powers OF the
corporation, and to do any and all acts and
things reasonable, convenient and necessary
% carry on the business and manage the al
fairs II said corporation.
General meetings of the stockholders shall
be held whenever ordered by the board Of
director, or the holders of one-four,h OF the
Du standing stock; and notice Of the same
shall be given as provided above for the an
uual meetings OF the stockholders.
Article Wifi, at any time, in the judy
men, Of the board OF directors, it shall be
deemed advisable, or for the benefit OF the
corporation, that II be dissolved. the board,
within ten days after the adoption of a reSo-
luton to that effect by a majority OF the
whole board, at any meeting called for that
purpose, Of which meeting each director shall
have received at least three days notice,
shall cause notice of the adoption of such
resolution to be mailed TO each stockholder,
together with notice OF a meeting OF the
STOCK holders TO be held at the office OF the
corporation, on a day named in said notice,
to take action upon the resolution SO adopt
ed by the board of directors.
Thi, meeting shall be held at any hour
fixed by said board between the hours OF
ten o'clock in the forenoon and three o'clock
in the afternoon OF the day so named; and,
on the day SO appointed, the meeting may, by
consent Of the majority in interest of the
stockholders present, he adjourned from time
20 time, and II, at any meeting, original or
adjourned two-thirds in interest OF all the
stockholders of the corporation shall vote
that a dissolution take place, a certified copy
of such resolution, signed by the presiding
officer and secretary OF the meeting, snail
he fled in the Office OF the secretary OF state,
with a list of the names and residences OF
the directors and officers, certified TO by the
president and secretary OF the corporation
Thereupon, the secretary OF state, when
satisfied by due proof that the requirements
haa,, led
issue certificate that the foregoing docu-
ments have been filed; and the corporation
shall then stand dissolved, and the board
shall publish a notice of said dissolution not
less than three timet in a paper published
in the parish Of the corporations domiclle,
and the corporation shall proceed TO settle up
and adjust its business and affairs:
Provided that whenever all the stOckhold-
ers of the corporation shall consent, IN writ
ing, to such dissolution, no meeting or notice
thereof shall be necessary; but on ming such
consent in the office of the secretary OF state,
he shall forthwith issue his certificate, and
thereupon the matter shall be proceeded with
as If the dissolution had taken place at a
meeting called for the purpose.
Article Widths charter may be modified,
changed or altered, with the assent of stock
holders owning two-thirds of the entire cap
ital stock at a general meeting OF the stock
holders convened for such purpose, after no
tice shall have been given as provided IN
Article V of this charter; provided that no
change. alteration or modification as TO the
rights of the holders OF preferred STOCK snali
be made without the assent OF stockholders
holding two-thrds of all the preferred stock.
Any change proposed made IN reference
TO the capital stock shall be made in accord
ance with the laws of the State of louisiana,
regulating or providing for such change.
Article VIII.-Wheneyer said corporation
NAV be dissolved whether by limitation or
otherwise its business and affairs shall be
liouidated by three liquidators, to be chosen
by the stockholders at general meeting con-
vened for such purpose; at when meeting ing
according to his holdings, and OF which meet
ing notice shall be given to the stockholders
as provided in Article V OF this charter;
amount of the capital stock of said corpora
ton represented at such meeting Snail De
requisite to elect. -,
Said liquidators shall remain in office until
the affairs of said corpsfation snali hase
been fully liquidated; and, in case OF death
or disability of any one of said liquidators,
the remaining liquidators shall appoint
successor to such liquidator.
Said liauidators shall act either with or
without court proceedings, as they may see
fit, and are hereby given full power, to col
lect all amounts due the corporation, sell or
otherwise dispose of its assets, pay IT'S deots
and liabilities. and compromise ana settle al
disputed questions and matters; and they
shall act as receivers, and shall have, exer-
else and enjoy all the rights, powers, privl-
leges and compensation conferred by law upon
receivers, ana especially tOSC "
Act 267 of 1914 of the General Assembly OF
Louisiana, and are also given all other pow
ers necessary and usual to fully and hnally
settle, wind up and liquidate all the ousl-
ness and affairs of the corporation, and DIS
tribute its net assets or funds among ITS
stockholders.
Article IX.-No subscriber for stock shall
he held liable for the contracts, faults, or
debts OF said corporation in any further sum
than the unpaid balance, If any,, due the
corporation on the stock for which he has
subscribed; nor shall any stakeholder ever
he held liable for such contracts, faults, or
debts, in any further sum than the unpaid
balance, if any, on the stock owned by him;
nor shall any mere informality IN organiZa-
ton have the effect of rendering this charter
null, or rendering any subscriber or STOCK
holder liable beyond the unpaid amount, IL
any, remaining due on his stock.
Article X.-Ths corporation IS organized
under The laws of the State Of louisiana,
especially Act No. III Of 1914, and the sub
scribers hereto, for themselves and SAID cor,
poratiou and for its officers, directors and
stockholders, hereby accept, as conditions OF
this Incorporation and part OF TINS cnarteI'
all the rights, powers, privileges and immu-
mites granted to and conferred upon corpo-
rations, and upon officers, directors and stock,
holders of corporations, by said laws ana
said act-Such acceptance being as full, COM
plete and binding as IL said rights, powers,
privileges aud immunities were set torth at
full length in this charter.
Article NI.-Ihe names of the hrst board OF
directors OF said corporation and their post
Office addresses are as follows, viz: James L
Spotte, No. S79 Broadway, New Orleans, La;
BeTtrand Kern, No. 2Oi9 Magazine street,
New Orleans, La; August J. Engelhardt, 3ls
Nth pepdon street New Orleans La; Theo-