The herald. [volume] (New Orleans, La.) 1905-1953, 1916-03-09


: such failure shall un. forfeit 'h.- charter
/ Huf 1000 election shall aa held a- -Hpu rs ma
/ u. 'r.Dt.."n.r, after notice rs provided alloy,
/ Each H"H-d ni directors. ~ ITS first meet
/ rng after each election. shall eir,' from o.
! uurrHrr o. r-r-.irur and ID yIcr-prc,iIrut. an,
4 shall also elect a secretary and a treasurer
either Ur both - whom may he members q
! 'hr board. and both oi which office. may IN
hIIcd 10y the same. person, all as the boar,
may see ut.
! With the written consent OF all the direc
| tors, valid me, lng~ ot directors may be hell
| outside Of the state Dr within the state else
! whcrc than a. the dpmrcllc OF the corpora
/ tiuu.
\ majority Of the director, shall c5nstitu,
q quorum for the transaction Of all business
! and every vacancy occurring on said boar,
shall be h'lcd by the remaining directors 10
! the uuc<prrcd term.
/ The SAID board or such officer aS il ma,
! designate, shall have the power to 5x an,
| define the du''c, Of every officer and EN-
! plnycc; and al officers and employees shall
! hold office and employment At the peasur,
| IT said board. The board Of directors shall
! make and establish, as well As alter auC
| amend. all bylaws, rules and regulation
| deemed proper in its Judgment for the con
| duct and management of the business an,
! affairs Of said corporation, shall have th,
! right and power 10 borrow and lend money
| 10 make HH contracts. purchases and sales
| Q" buy, lease, acquire, improve and bulC
| upon real estate, To- exercise al, the power,
! of the corporation. and 10 do any and all actt
/ ANA INlDs~ reasonable, convenient and nee
| cNsary to carry on the business and mauag,
| the affairs OF said corporation
| General meetings OF the stockholders shall
| be held whenever ordered by the board o
| directors, or the holder, OF one fourth of the
| outstanding stock: and notice OF the sam,
| shall be given a. provided above for the
annual meeting of the stockholders
Article NL.lf. at any time in the judg
! mcut of the board Of directors, ii shall ht
deemed advisable, and for the benefit Of tn,
| corporation, that n be dissolved the board
within ten days after the adoption OF reSo
| luton 10 that effect. by majority OF the
| whole board, 1t any meeting called for that
! purpose, Of which meeting each director shall
| have received at least three days notice
| shall cause notice OF the adoption Of such
resolution 10 be mailed to each Ntockholdcr
| together with "a notice of meeting of the
| stockholders 10 be held At the office Of the
| corporation. 10 take action upon the rcSolu
| ton 81 adopted by the board Of directors
| Tins meeting shall be held At any hour fixed
| by said board between the hours Of ter
| O'Clock IN the forenoon and three o'clock II
| the afternoon OF the day 50 named and OF
| the day So appointed. the meeting may, by
| consent Of the majority in interest OF the
! Stockholders present. be adjourned from tim,
! to time, and If, At any meeting original oi
| adjourned, two-third> IN interest Of all the
! stockholders of the corporation shall vote
| that dissolution take place, 4 certified copy
| OF such dissolution, signed by the presiding
| officer and secretary of the meeting, shall
| be tlcd IN the office Of the Secretary o.
| NldIt. Win lf~t 81 the names and
| dcnCCS OF the director, and officers, certified
| TO by the president and secretary Of tn,
| corporation. 1hcreupou, application shall b,
| made to the Secretary of State for ccrtih
cate showing that the foregoing document
| have been filed; and when such certiicat,
| shall be issued the corporation shall Stant
| dissolved, and the board shall publish ;
| notice of said dissolution not less than thre,
| times in a paper published in the parish o
| the corporations domicile. and the corpora
| ton shall proceed to settle up and adjuS
| ITS business and affairs: provided that when
| ever all the stockholders Of the corporation
| shall consent, IA writing. to Scuh dissolution
| no meeting or notice thereof shall he nee
| c~Sary; but such consent shall be filed il
| the othce Of the Secretary OF State, in orde
| that he may forthwith issue his certificate
| as aforesaid; and when said certificate shall
| he issued, the matter shall he proceeded will
| As IT the dissolution had taken place at :
meeting called for the purpose.
| Article Widths charter may be modified
| changed or altered with the assent OF stock
| holders owning two thirds OF the entire
| capital stock, at a general meeting of tn,
| stockholders convened for such purpose. afte
| notice shall have been given as provided il
| Article OF this charter, provided that any
| change proposed made in reference to the
| capital stock shall be made in accordanc,
with the laws Of the State Of Louisiana reg
| ulatlng or providing for such change
\ Article NIll.-Nhencyer said corporation
| may be dissolved, whether by limitation OF
| otherwise, It's business and affairs shall b,
| liquidated by three hquidatorS. TO be chosen
| Icy the stockholders at a general meetin!
| convened for such purpose. At which meeting
| all stockholders shall be entitled to vote
| each according to his holdings, and of which
meeting notice shall be given to the stock
| holders provided in Article V of thi.
| charter; and the votes of the owners of
| majority in amount Of the capital stock 81
| SAID corporation represented at such meetin.
shall he requisite to elect. Said liquidator'
| shall remain in office until the affairs of saiC
| corporation shall have been fully liquidated
| and IN case Of death or disability II any one
| OF said lIquidators, the remaining lquidator,
| shall appoint successor TO such liquidatOr
| Said hquidatorS shall act either with OF
| without court proceedings, as they may SEE
| ht, and are hereby given full power TO collec
| all amounts due the corporation, sell or other
wise dispose OF ITS assets, pay its debts and
| Liabilities, and compromise and settle al
| disputed questions and matters; and they
| shall have, exercise and enjoy all the rights
| powers, privileges and compensation conferred
| by law upon receivers, and are also giver
| all other powers necessary and usual TO fully
and finally settle, wind up and liquidate al
| the business and affairs Of the corporation
and distribute ITS net assets or funds among
| its stockholders.
Article IN.-No subscriber for stock shall
| be held liable for the contracts. faults OF
debts of said corporation IN any further sun
than the unpaid balance, If any. due the cor.
pOratIon on the stock for which he has sub
SCrhcd. nor shall any stakeholder ever be
held liable for such contracts, faults. OF
debts in any further sum than the unpaid
balance, II any, on the stock owned by him:
nor shall any mere inforraity IN organiza.
ton have the effect OF rendering this charter
null. or rendering any subscriber or stock,
holder liable beyond the unpaid amount. ii
any, remaining due on his stock
Article N.-This corporation is organized
under the laws Of the State Of Louisiana.
especially Act No. 1o7 Of 1914. and the sub.
scribers hereto for themselves and said cor.
Poratlon and for its officers, directors and
stockholders. hereby accept, as conditions
IT this Incorporation and part Of this charter.
all the rights, powers, privileges and immu-
mites granted 10 and conferred upon corpo-
rationS, and upon officers directors and stock.
holders Of corporations. by said laws and
said act-such acceptance being as full, COM
plete and binding as If said rights, powers,
privileges and immunities were set forth al
full length IN this instrument.
Article NI.-Messrs. George Labarre, Rich
ard Labarre, Carlos Grevemberg, Theodore
Duval and Bertrand Kern, whose post-office
addresses are set forth in Article XII of
this charter. have been selected as the first
board of directors. OF this corporation; and
they shall select from their number a pres
ident, a yice-president and shall also select