The herald., 1916-09-07


p \ majority OF the directors shall constitute
quorum for the transaction of all business
/ and every vacancy occurring on said board
{ shall be filled by the remaining director:
! for the unexpired term.
The said board, such officer as it may
! designate, shall have the power TO hN and
J define the duties Of every officer and EN-
plovee; and all officers and employees shall
hold p;fce and employment at the pleasure
% / Of said board.
The board OF directors shall make and es.
, tablsh. well alter and amend, all by
laws, rules and regulations deemed proper IN
u, judgment for the conduct and manage.
mert 81 the business and affairs Of said cor
pJratiyn; shall have the right and power 10
borrow and lend money, to sell all or any
part OF the real estate and movable property,
| assets and effects OF the cooperation, To make
all contracts. purchases and sales. to buy,
tease. acquire, improve and build upon real
estate. O. exercise all the powers ut the
cooperation. and % d. any and all acts and
things reasonable, convenient and necessary
tp carry on the business and manage the at
lt1'- = SAID corporation.
General meeting, OF The stockholders shall
be held whenever ordered 10y the board OF
outstanding stock: and notice OF the same
shall be given a. prov dcd above Tor the an
uull meeting, % the stockholders
Article EL-li, at any time, IN the ludg
men, u the hoard Of directors. Il shall be
deemed advisable, or to- the benefit OF the
corporation. tina, il be dissolved, the board
WITHIN zen day, after the adoption Of a reso-
/ Ilr.uu t1 tha. effect, 10y q majority OF the
/ ahplc board, al any meeting called for that
J purpose OF which meeting each director shall
| have received at least three days notice,
! shall cause notice 81 the adoption Of such
| resolution TO be mailed 10 each ,tOckholder,
| together with a notice of meeting OF the
| stockholders 70 he held at the office Of the
! corporation, 81 day named IN said notice.
/ o.. take action upon the resolution 50 adopt
! "a by the board Of directors.
/ This meeting shall be held hour
| aSrd by said board between the hours Of
| ten o'clock IN the forenoon and three o'clock
| IN the afternoon Of the day named; and.
! on the day 50 appointed. the meeting may, by
consent u the majority IN interest Of the
stockholders present, he adjourned from time
20 time. and II, at any meeting, original or
adjourned, two-thirds ~ interest OF all the
stockholders Of the corporation shall vote
that d, dissolution take place, a certified copy
Dt such resolution, signed by the presiding
otlccr and secretary Of the meeting, shall
he filed IN the office Of the secretary OF state
with list Of the names and residences Of
the directors and officers, certified 10 by the
pres dent and secretary Of the corporation.
IhcrGupOn, the secretary Of state, when
satisfied by due proof that the requirements
aforesaid have been complied with, shall
ISSUE certificate that the foregoing docu-
men,S have been hled;, and the corporation
shall then stand dissolved, and the board
shall publish notice OF said dissolution not
less than three times in paper published
in the parish Of the corporations domicile,
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 filing such |
consent in the office of the secretary Of state,
he shall forthwith issue his certificate, and
thcreupOu the matter shall be proceeded with |
as if the dissolution had taken place al a |
meeting called for the purpose.
Article NIl.-ThiS charter may be modified, |
changed altered. with the assent OF stock 1
folders 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 provided in
Article Of this charter; provided that no |
rights Of the holders OF preferred stock shall |
be made without the assent OF stockholders
holding two-thirds Of all the preferred stock.
Any change proposed or 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 NIII.-Whenever said corporation
may be dissolved, whether by Limitation or
its business and affairs shall be
liquidatcd by three hquidators, to be chosen
by the stockholders at a general meeting con-
vened for such purpose: at which meeting
each stakeholder shall be entitled to vote
to his holdings and of which meet
ing notice shall be given to the stockholders
as provided in Article V OF this charter;
and the votes of the owScrs of a majority IN
amount of the capital stock OF said corpora
ton represented at such meeting shall be
requisite to elect.
Said liuuidators shall remain in office until
the affairs OF said corP7fation shall have |
been fully lquidated; and, in case of death | {
pr disability OF any ore of said lIquidatOTs, |
the remaining liqudators shall appoint a
successor To such liquidator. 4,
Said liquidaturs shall act either with or
without court proceedings, as they may see {
It, and are hereby given full power 10 col
ect all amounts due the corporation, sell or
otherwise dispose Of its assets, pay its debts :
l,a1,t a.-l aud n
disputed questions and matters; and they
'hall act receivers, and shall have, exer- a
Use and enjoy all the rights, powers, privi- a
eyes and compensation conferred by law upon a
eceivers, and especially those conferred by e
Act 267 Of 1914 OF the General Assembly of n
and also given all other pow /
RS necessary and usual to fully and finally
settle, wind up and liQuidate all the bust
ness and affairs of the corporation, and dis
rIbute its net assets or funds among its ,
stockholders.
Article IX-No subscriber for stock shall \
,e held liable for the contracts, faults, or
lebts of said corporation in any further sum
han the unpaid balance, if any, due the b
on the stock for which he has p
,e held liable for such contracts, faults, or 4
ebts, in any further than the unpaid $
balance, if any, the stock owned by him;
Tor shall any mere informality in organiza. h
ull, rendering any subscriber or stock o
Older liable beyond the unpaid amount, if Ii
ny, remaining due on his stock. n
Article N.-This corporation is organized h
nder the laws of the State OF louisiana, Il
specially Act No. 267 of 1914, and the sub h
cribers hereto, for themselves and said cor. d
Grafton ard for its officers, directors and \
hereby accept, as conditions of :;
his Incorporation and part of this charter, m
II the rights, powers, privileges and imrnu- | n
tiles granted TO and conferred upon corpo- ir
ltons, and upon officers, directors and stock
oders of corporations, by said laws and !,
liG act-such acceptance being as full, COM u
ete and binding as if said rights, powers, o.
-Ivileges and immunities were set forth at %
I'll length in this charter. p
Article NI.-The names Of the first board of On
rectOrs of said corporation and their post al
lice addresses are as follows, viz: James {. pt
potts, No so Broadway, New Orleans, La; nc
ertrand Kern, No. 20l9 Magazine street, | on
ew Orleans, La: August J. Engelhardt 3l8 ti
Orth Rendon street. New Orleans, La; Theo- ca
IRE Duval, No. Sll0 Freret street, New Or 81
ans, La; and Sebastian ]. Young, Metairie
idge, Jefferson Parish, La, 7. y. Box pn
New Orleans, La sill
The said board OF directors shall elect from ra
number a president and a vice president; Ia
Id they shall also elect a secretary and of
easurer, either or both of whom may be in
cmbers Of said board, and both of which Of
hoes may be filled by the same person, all I'M
said board may ft; and said board TIT
all serve until the third Monday Of Jan-l
ny, 1917, and until their successors shall on
elected, and said board shall have and sp
ercIse all the rights, powers and privi- tio
yes conferred by law and this charter upon 80
E board Of directors of said corporation. re
Article NIl.-The names and post Office
dresses of the subscribers to the capital J.
)ck OF said corporation and the number of | cit