The herald., 1916-09-21

buy and sell aud own for its own account or
Tor account IF others, real estate, lands
tencmCrss and options thereon; mortgage
notes, bonds, shares OF stock and other seCu-
rltieS: to lease, rent, hire and manage prop
crty, and make leases a. lessor or lessee I;
20 construct or erect, or to contract for the
construction and erection Of buildings, and
generally TO do and engage in any other
business, undertaking or enterprise connect
ed with, growing ont of, germane or incl
dental To- any OF the purposes hereinabove
set forth or contemplated by this charter
Article lN.-The capital stock Of this cor
poration IS fixed at the sum Of eight thou
sand dollars SS,GOOO), divided into eighty
800 shares Of one hundred dollars (slO1O Ol
each. All shares Of stock shall be full paid
and uon-assessable. No transfer OF stock
shall! be binding upon this corporation. unless
made upon its books and all certificates OF
stock shall be signed by such officers as may
be deSi grated by the board OF directors.
This corporation shall have the right 70
increase as capital stock up to the further
sum Of twenty-five thousand dollars (S25,-
0o0eOl. to be divided into shares OF one hun
dred dollars tSl0O0O) each. provided said in
crease IN the capital stock shall have been
authorized by the stockholders at meeting
70 he held pursuant to the provisions OF
Article V OF this charter.
Article N.-All the corporate powers of the
company shall be vested in and the man
agement and control of its affairs shall be
exercised by a board of directors composed
OF three stockholders. A majority OF the
directors shall constitute a quorum for the
transaction of all business. The directors
stockholders, on the first Monday in Jan.
uary IN each year. Each stakeholder shall
be entitled IN person or by proxy TO a vote
for every share owned by him. and all cleo
tons shall be held under such rules and
regulations as may be determined by the
Board OF Directors, after fifteen days notice
by mail OF such election shall have been
sent to each stakeholder at his last known
address. The directors thus elected shall
continue IN office for one year. or until their
successors shall have been duly elected and
qualified. No failure to elect shall be re-
garded as forfeiture of this charter Any
vacancy occurring on said board shall be
filled by the remaining directors for the
unexpred term; the said board shall likewise
elect the additional members in case they
should determine to increase the number of
said board Said board of directors shall at
its first meeting after its election, nominate
out OF its number a president a vce.presi-
dent and secretary-treasurer, which officers
shall serve until the election to be held in
January, 1918. Said board shall have the
right TO appoint and dismiss such clerks,
managers and other employees of the cor
poration as conditions may justify and the
business OF the corporation may require. The
tenure of Office of all the employees of the
corporation shall be during the pleasure of
company shall be vested in, and the man.
the board OF directors. Any OF the directors
or officers shall have the right to appoint, by
holder to act as his proxy and in his stead
at any and all meetings of the board of d.
rectOrs.
Article VINO stakeholder shall ever be
held liable or responsible for the contracts,
faults or debts OF said corporation, nor shall
any mere informaity in its organization have
the effect of rendering this charter null or
of exposing a stakeholder TO any liability
beyond the unpaid balance due on the shares
owned by him.
Article VII.-Ths act of incorporation may
be changed, modified or altered or this cor
poration may be dissolved, with the assent
OF the stockholders owning two-thirds of all
the stock OF the corporation at a general
meeting convened for that purpose, and after
at least ten days written notice of this
meeting has been given through mail ad-
dressed TO each shareholder at his last known
place OF residence. In case Of dissolution by
the expiration Of this charter otherwise,
the stockholders shall elect there lquidators
from among their number. to liquidate and
settle the bushes sand affairs Of the CON-
pany. In case Of death or disability of any
one OF said commissioners or liquidators, the
survivors remaining liquidators shall ap-
point successor to him. The said liqu-
dators shall have full power TO settle said
debts, and divide the remaining
money and property among the stockholders.
They shall have power 20 meet and act
under the bylaws of the corporation and
under regulations TO be made by a majority
of said liqudators; TO fix the price and pre-.
scribe the terms of sale of said property and
the manner in which the sale shall be made,
and take notes and bonds, secured by mort
cages or otherwise. for part of the purchase
price for all or any part of said property,
provided however that the rights herein con-
ferred upon the iquidators may be mod-
fed, changed or denied by majority of the
shares of the capital stock of the corpora
tioH. The said liquidators shall have author.
ity to sue for and recover the debts and
property in the name of the corporation and
may be sued by the same name and they
shall be liable in solido to any creditor or
stockholders for the moneys and property of
the corporation, which shall come to their
hands or possession as liquidators and for
the proper application and distribution there
Of
Article VIII-Forty-hve hundred dollars
(S4S000Ol has been subscribed 10 the capital
stock Of this corporation, as follows: Oscar
A. Schneidau, Sr., whose address is 04 Car
ondelet St, New Orleans, La, twenty-five
shares; Oscar A. Schneidau, Junior. whose
address is II Richmond Pl., New Orleans, one
share: James F. Turnbull, whose address is
35S Carondelet ST., New Orleans, La, twenty
two shares.
Article IX-Untii the election to be held
on the first Monday in January. 1918, the
following shall constitute the first board of
directors, viz: Oscar A. Schneidau, as presi.
dent; the said James F. Turnbuli. as vice
,-..;J.rt .nd az aid Oeear Srhneidau Tr