The herald. [volume] (New Orleans, La.) 1905-1953, 1916-02-10

arv time Offer for sale, or sell his stock
either privately or in the open market, win
ont having previously offered said STOCK al
the lowest price he is willing to accept there
for, to the other shareholders OF the company
by means Of a written communication ad-
dressed TO the ranking othceT OF the company
present in the city OF New orleans az inc
time. Such ranking officer, upon reCelp- OF
such communication. shall forthwith instruct
the secretary to mail wlthin hve
days Of the date OF such offer, 4 notice al
dressed - each shareholder OF the company
AZ his last known address, stating the mum
be- Of shares so offered and the price thereof,
and calling upon each Shareholder 70 signify
in writing within ten days OF the date ni
said notice, how much, II any. o. SAID si2cE'
he desire, . purchase ~ said price. Failure
by any stakeholder to reply within ten days
Of said communication. shall be CONSIDERED
As a refusal on his part 10 purchase any oi
the stock >, offered. should the total nun
her OF shares. which the various stps Aho.deIS'
IN reply % such notice, SIGNIFY their desire
10 purchase exceed the number OF shares o.
Tered for sale, the share, offered slall DC
distributed among the Prospective purchasers
M such proportion a. the number OF sAaIt7
that each shareholder slsrIneS ms desire -
purchase bear, % the total number OF shares.
for which there are prospective purchasers
should the number 4 shares offered tor SAFE,
exceed the total number OF shares, "hl-h
,hr various shareholders. signify their d
sire 10 purchase, the offcror shall be at lib
crty 20 dispose IF such excess IN such manner
as he shall see INT, provided, that the Prltc
al which he sells such stock be not less than
that designated IN ms offer to the Other
shareholders. Every share ot stock shall
entltle the owner thereof, either IN person
pr by PROXY. 20 cast one vote al all meetings
Of the stockholders. The parties 10 TINS at
declare that they hereby subscribe Tor the
number OF shares Of said capital stock set
opposite their respective signatures hereto,
so that tins act 1f Incorporation shall also
serve as an original subs rIptlon
Article N.-The business and affairs OF this
corporation shall be managed and conducted
by a board Of four directors, who shall all
Dee stockholders majority Of the directors
of this corporation present At any meeting
in person Or by proxy, shall constitute a
quorum, and : majority vote of those present,
m person or by p-DNy. shall decide all qura-
tIuu, ysted upon. said directors shall be
elected annually from among the StDckhoid-
erS OF the urSt Monday IN July OF each year,
uuic-, the same shall be a legal holiday.
when Inc election shall De held on the next
legal day thereafter beginning on the FIRST
Monday in July oil 1910, and after fifteen
DAYS yrI0r written notice having been mailed
% each ~tochholder Of record TO his last
known address. he voting shall be by bal
lot. and each stakeholder shall be entitled to
cast one vote for each share held by HIM,
which has been standing in his name on the
books OF said corporation for at least ten
days prior tn 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 OF the
stockholders meeting, the newly elected
board OF directors shall elect from among
their number a president, two vice presidents,
rrst and second, and 4 secretary treasurer.
The failure to elect directors 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 drec
| 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 II
! writing TO each stakeholder to his last known
/ address, sent by mail, and stating the object
or objects OF said meeting.
Any vacancy occurring on any board OF d
! reCt0rS shall be filled by the remaining mem
! bers Of said board for the uueXpired tern
| al a meeting called for that purpose after ter
| days prior written notice. The dlreCtor OF
| directors so elected to hold office until tn,
| next annual stockholders meeting but should
| II be impossible, for any cause. for any va
! CauCy or vacancies in the board OF director!
! TO he 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 stockholdcr at his las
| known address Any and all directors meet
inCS, the notices for which not herein spe
/ cially provided for. may be called by any
! officer OF this corporation upon ten dyas' no
| IiCe sent by mail to each director at his las
| known address. Any director shall have tht
| ight to appoint any shareholder of this cor
| InRS OF the Board of directors, and such proxy
| shall have and exercise all the powers Of
such director appointing him.
! Wherever 1t is provided in this act that
! either directors or stockholders meetings
may be held after certain prescribed notices
! to the stockholders or directors, it is under
stood and agreed, that any and all directors
and stockholders meetings may be held with
| out notice whenever lawful, provided al
| stockholders or directors, as the case may
| be, waive notice in writing, or are present II
| 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 same 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 salaries tern
| of office and compensation, and the right tC
| dismiss them at said boards pleasure, anC
said board shall have the further right to fS
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 a vote of two-thirds of all outstand
| ing stock, at a meeting of the shareholders
| duly convened for that purpose by the board
| Of directors or by the president upon the
| written request of not less than twenty
| per cent of the outstanding stock. after fifteer
| days notice mailed to each shareholders las
! known address.
| But the capital stock of this corporation shall
| not he decreased by such amendment, TO ar
| amount less than the corporate Indebtedness
! and 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 vote of three-fourths of all OF t
| standing stock.
| Whenever in the judgment of the board Of
! directors, it shall be deemed advisable that
| this corporation shall be dissolved, the board
! shall within ten days after the adoption of Z
| resolution to that effect, by majority of the
| whole board, at any meeting called for that
/ purpose, OF which meeting each director
| shall have received at least three DAYS no
| tiCe, cause notice Of the adoption Of such
| resolution to be mailed to each stOckhoder
| together with a notice Of the meeting of tn,
| stockholders to be held at the office Of tn,
! adopted by the board. The stockholders
| the board on the day mentioned between The
| hours Of 10 a. m. and p. m. for the purpose
| Of voting upon such proposed dissolution
! Whenever all of the stockholders shall con
| sent in writing to a dissolution, no meetin,
! az thereof shall he