The herald. [volume] (New Orleans, La.) 1905-1953, 1916-01-27


for T. the other shareholders OF the company
By means Of 4 written communlca'ioH az.
dressed 70 the ranking othcer Of the company
present IN the city uf New Orleans AZ tat
time Such ranking otnccr. upon receipt OF
/ such communication. shall inr'hH IN iNetfNss
. the ~ccrctary-trcasurcr . man "Itnih "'S
/ DAYS Il the date - such offer, n"ilS' o."
I dressed To- each shareholder 1l the company
/ n hi. last known address, stating the nam
! Der OF shares 50 offered and the price thereof
and calling upon each shareholder 70 SiS'l'E
IN writing within ten days Cd. hr tt'l "l
! said notice how much. II any, OF SAID stock
/ he desire, % purchase AZ said price. Failure
| Iy arv >tuckh,ldr~ to reply within ten day
/ If said communication, shall be considered
! a, a refusal uu hi- part % purchase any ''
frr stock SO offered should the t1,a! mum
! .-- of shares which the various stockholders,
| n reply 10 such notice, SIGNIFY their desire
| 10 purchase. exceed the number ~ snare, OF
| fr-ci for sale, the shares offered shai DC
distributed among the prospective purchasers
| IN ,ura PROPORTION a. The number ot shares
! that each shareholder signifies ms desire u
purchase. bear, 20 the total number 81 ahhFe''
| for which there are prospective PnTtaase,'
| Should the number # shares offered Tor sale,
exceed the total number OF shares, which
| the various shareholders, signify their de
| sire % purchase. the ottcroT shan he ~ ND
crty % dispose OF such excess III Su1h manner
! As he shall see 1T, provided, that the prIcc
! Al which he sells such stock be not less thdn
that designated m his offer o. the other
! shareholders Every share OF stock snail
| Cutitic tn, owner thereof. either IN petNo"
or bN uraNN. 90 cast one vote al all meetings
Of the stockholders. The parties u tIls act
| declare that they hereby subscribe Tor the
| number Of shares Of said capital stock SCI
| opposite their respective signatures hereto,
| 50 that TIN, act II Incorporation snail also
| serve as an original subscription
| Article N.-The business and affairs OF tins
! corporation shall be managed and conducted
/ by d board OF four directors, who snail all
| DE Stpy kh0lders. \ majority 81 the directors
/ IF TIN, rsrpuratipu present At any meeting.
| IN person or by proxy, shall constitute a
| quorum. and a majority vote ~ those present
! IN person or by proxy, Sha!l decide an que
| tlon, voted upon Said directors shall be
! elected annually from among the Stgckhold-
| e., on the FIRST Monday IN july OF each year,
! unless the same shall be legal holiday,
| when the election shall DE held on the next
| legal day thereafter, beginning on the hTst
! Monday IN July OF 1910, and after hiteen
| DAYS prior written notice having been mailed
| TO each stakeholder OF record % his last
| known address. The voting snail be hy par
! lot. and each stakeholder shall be entitled -
| cast one vote Tor each share held by HIM,
which has been standing in his name on the
! books of SAID corporation Tor al least ten
days prior to the date OF the election. \
majority OF the entire stock issued and out
! standing voted at such meeting shall elect.
! immediately after the election Of SAID board
| Of directors, and the adjournment ot the
| stockholders meeting, the newly elected
| board Of directors shall elect from among
their number a president, two wee. presidents,
nrst and second, and a secretary treasurer.
| The failure to elect directors or officers as
| herein provided for shall not result IN the
dissolution Of this corporation, but the then
board Of directors and officers shall hold
their respective Offices until their successors
are duly elected and qualified
Special meetings OF the shareholders may
be held when ordered by the board OF direc.
tors and must be held upon the request OF
not less than twenty-five per cent Of the out
. standing stock, after fifteen days notice IN
L. q l. L..
| address. sent by mail, and stating the object
or objects OF said meeting.
| ANY vacancy occurring on any board OF dI'
rectorS shall be filled by the remaining mem
bers Of said board for the uneNpired term
at a meeting called for that purpose after ten
days prior written notice. The director OF
; directors so elected. 10 hold Office until the
| next annual stockholders meeting, but should
| it he impossible, for any cause. for any va
cancy or vacancies in the board Of director:
to be filled by the directors, such vacancy
or vacancies may be filled by the stockhold
erS at any meeting called for that purpose by
the president, upon giving fifteen days no
tice by mail TO each stakeholder at his last
! known address. ANY and all directors meet
; ings, the notices for which are not herein spe
| cially provided for may be called by any
officer OF this corporation upon ten dyaS no
tice sent by mail to each director at his last
known address Any director shall have the
, right to appoint any shareholder of this cor
| pOration TO vote for him at any and all meet
| lngS OF the board OIL directors, ana SuCn proxy
: shall have and exercise all the powers OF
such director appointing him.
Wherever it is provided in this act that
either directors or stockholders meetings
may be held after certain prescribed notices
| to the stockholders or directors, 1t is under
stood and agreed, that any and all directors
and stockholders meetings may be held with.
out notice whenever lawful, provided all
| stockholders directors, as the case may
be, waive notice in writing, are present in
person, or by proxy at such meeting OF
meetings.
, The board of directors shall have full con
| troll OF the property of this company, and
, shall conduct. manage and use the as
IN their discretion they deem best, and that
is consistent with the objects of the company
and the welfare of the same, and they shall
have power to make, alter and annul such
, bylaws, rules and regulations they may
, think proper. They shall have the further
right and power to appoint all agents, clerks
and employees, and to FIX their sal aries, tern
Of Office and compensation, and the right tC
dismiss them at said boards pleasure, and
/; said board shall have the further right to FIX
! and determine the salary, If any, of the sew
; eral officers herein provided for.
Article VI.-This charter may be altered OF
/ amended, and this corporation may be dis
solved by vote of two-thirds OF all outstand
ing stock, at a meeting of the shareholder:
duly convened for that purpose by the board
of directors by the president upon the
written request of not less than twenty-five
. per cent OF the SloCk dlltE
days notice mailed to each shareholders las
known address.
But the capital stock of this corporation shall
not be decreased by such amendment 10 ar
amount less than the corporate Indebtedness
and no amendment shall be made, changing
the objects and purposes of this corporation
without a vote of all outstanding stock, anC
the capital stock shall not be increased be
= yond the amount originally named as the sun
to which the capital may be increased, ex
cept by a vote of three fourths of all out
standing stock.
> Whenever in the judgment OF the board o.
directors, it shall be deemed advisable thai
this corporation shall be dissolved, the board
, shall within ten days after the adoption of
! resolution to that effect, by a majority of the
> whole board, at any meeting called for thai
purpose, of which meeting, each director
shall have received at least three days no
tice, notice of the adoption Of sucl
resolution to be mailed to each stakeholder
together with a notice of the meeting of tn,
, | stockholders to- be held at the Office of tn,
! corporation, to act upon the resolution 5,
! adopted by the board The stockholders
T meeting shall be held at any hour fixed b,
! the board on the day mentioned between tht
hours of 10 a. and p. for the purpos,
OF voting upon such proposed dissolution.
Whenever all of the stockholders shall con
sent in writing TO a dissolution, meeting
, or notice thereof shall be necessary.
Article NlL-Nherever this corporation j
dissolved by limitation or otherwise, its af
fairs shall be liQuidated under the supervi
sion % four hquidators, elected by the stock
holders and chosen from among the stoc K