The herald., 1916-03-23

! THH.'cT q president and . vlJe-rrcSG ieU': and
( shah also c.e.' secretary and q treasurer.
J either H- both If whom may be members Of
I fNc ll't and both u which Offices may be
/ r..ri ay The same person, all the board
may see tt
WITH the written cpu-en, of all The direc-
! toys, valid meetings IF directors may Ne held
/ outside 90 rHv state ny within the state else
| where than at the dom,ciie OF the corpora
| \ majority Of the director, shall constitute
/ quorum Tor the transaction Of all business /;
and every vacancy occurring ON said board
/ shall be allied by the remaining directors FOR
/ the uEeNplrei term.
, The said board Or such officer as it may
| designate, shall have the power u TX and
I define the duties n every officer and EN-
! plOyce. and all officers and EMPLOYEES shall
! hold onge aud employment al the pleasure
| Ut SAID board The board Of directors shall
make and establish, well as alter and
| amend. all bylaws, rules and regulations
deemed proper m It's judgment for the con-
affair, ~ ,ard corporation: shall have the
| rsH' and power 10 borrow and lend money,
10 make al contracts, purchases and sales
90 buy. lease. acquire, improve and build
upon real estate, - exercise all the powers
% the corporation, and to do any and all acts
and things reasonable, convenient and nee
r'~ary =" carry on the business and manage
| me drdlrS - SAID corporation.
General meetings Of the stockholders shall
be held whenever ordered by the hoard Of
directors. or the holders NJ oue-fnurth Of the
[
shall he given As provided above for the
annual meeting Of the stockholders
Article NI-f. At tnys time, II the judS
mcnt Of the board pf directors. II shall be
deemed advisable, and for the benefit Of the
corporation, tina, 10 he dissolved the board
within ten days after the adoption of a -cso-
luton 90 'hat effect by = majority OF the
whole board. at any meeting called for that
purpose, Of which meeting each director shall
! have received AZ least three days notice
shall cause notice Of the adoption Of such
| resolution % be mailed to each stakeholder
| together with notice Of a meeting OF the
stockholders 10 hc held at the office of the
| corporation, - take action upon the resOlu-
| ton 50 adopted by the board IF directors
ms meeting snail be held at any hour fixed
| by sand board between the hours Of ten
D clock m the forenoon and three O'Clock in
| the afternoon II the day 50 named: and, on
| the day - appointed. the meeting NAV, BY
consent Of the majority m interest OF the
stockholders present. be adjourned from time
! TO time, and II, At any meeting original or
adjourned. tHo-thirdS in interest OF all the
| ,tpckhpiderN 81 the corporation shall vote
| that a dissolution take place. a certified COPY
| Of such dissolution. signed by the presiding
| pihCer and secretary Of the meeting shall
be filed IN the office Of the Secretary of
State. with a list Of the names and resi-.
derces of the directors and officers, certified
20 by the president and secretary of the
corporation. Thcreupon. application shall be
made 10 the Secretary Of State for certif-
cate showing that the foregoing documents
have been rlc1; and when such certificate
shall be issued the corporation shall stand
dissolved, and the board shall publish
notice IT said dissolution not less than three
times in paper published in the parish OF
the corporations dDmicile. and the corpora
ton shall proceed to settle up and adjust
ITS business and affairs: provided that when
ever all the stockholders Of the corporation
snail consent, IN writing. 10 sCuh dissolution
no meeting or notice thereof shall he nee.
eNNary; but such consent shall be filed in
the office Of the Secretary OF State in order
as aforesaid; and when said certificate shall
be issued, the matter shall be proceeded with
as II the dissolution had taken place at a
meeting called FOR the purpose
Article \iI.-ThiS charter NAV be modified
changed or altered with the assent Of stock.
holders owning two thirds Of the entire
capital stock, at a general meeting Of the
stockholders convened for such purpose after
notice shall have been given as provided in
Article Of this charter, provided that any
change proposed or made in reference 70 the
with the laws Of the State Of Louisiana reg
ulating or providing for such change
Article NIII.-Whenevcr said corporation
may he dissolved. whether by limitation or
otherwise, It's business and affairs shall be |
lI4uIlltcd by three liquldators. TO be chosen
by the stockholders At 4 general meeting |
convened t2r, such purpose, at which meeting |
all Stockholders shall be entitled 10 vote
each according - his holdings, and of which !
Wgfi'E notice shall be given 70 the stock |
holders as provided IN Article ' OF this |
charter and the votes Of the owners Of |
majority m amount Of the capital stock Of |
SAID corporation represented At such meeting
snail We requisite % elect said hquidat0rs |
snail remain IN Office until the affairs Of said !
corporation Nhal! have been fully liquidated;
ard m case % death or disability Of any one
81 SAID lIqUii1tor~. the remaining lquidatorS
ShalI appoint successor % such hquidator
SAID hquIda'1rS shall act either with or
Sl'nouI l'nTt pTooesdings. as they may see
M. and are hereby given full power 10 collect !
all amounts due the corporation sell or other.
wise dispose Of its assets. pay its debts and
nahIHues. and compromise and settle all |
disputed questions and matters: and they
shall have. exercise and enjoy all the rights
powers, privileges and compensation conferred
ny law upon receivers. and are also given |
all other powers necessary and usual 70 fully
and hnally settle. wind up and liquidate all
the business and affairs Of the Corporation.
is stockholders
Article IN-No subscriber for stock shall
be held liable for the contracts faults or
debts OF said corporation IN any further sum
han the unpaid balance, if any due the cor.
'oratlon on the stock for which he has sub.
'crIhed: nor shall any stockholder ever be
leld liable for such contracts. faults, or
iehtS. IN any further sum than the unpaid
balance, # any, on the stock owned by him:
Tor shall any mere infornality in organiza-
ION have the effect Of rendering this charter
lull. or rendering any subscriber or stock.
folder liable beyond the unpaid amount If
nv. remaining due on his stock
Article N.-lhlS corporation IS organized
rder the laws Of the State OF Louisiana,
specially Act No. 267 Of l9l4 and the sub
cribers hereto. for themselves and said cor
Grafton and for its officers, directors and
tockholderS, hereby accept as conditions ,
this Incorporation and part Of this ch4rte-.
j the rights, powers, privileges and immu- r
ltics granted TO and conferred upon corpo- :
.uons, and upon officers, directors and stock !
elders OF corporations, by said laws ard :
nd act--such acceptance being as full. corr '
etc, and binding as if said rights, powers, (
-ivileges and immunities were set forth AZ :
III length in this instrument =
Article NI.-Messrs. George Labarre, Rich Il
d Labarre, Carlos Grevemberg, Theodore a
lyal and Bertrand Kern, whose post.offce e
dresses are set forth in Article MI OF il
is charter, have been selected as the first g
ard OF directors Of this corporation; and n
ey shall select from their number a pres Al
ent a viee-president and shall also select Al
secretary and a treasurer, either or both of IT.