The herald., 1916-08-24

and regulations as may be fixed by the boar
| o. directors, and majority Of the vote!
cast AZ each election shall elect the mem
berS Of the board. The directors thus elect
ed shall continue in Office for one year, am
anuI their successors shall have been duly
elected.
In case of any failure to hold any elec
tou, such failure shall not forfeit this char
Ter, bu- an election shall be held as soon i,
nay be Practicable, after notice provided
above.
Each board Of directors, a; its first meeting
| after each election, ,hal! elect from its mum
Der president and a vice president; and
shall! also elect 4 secretary and treasurer
| either or both Of whom may be members oi
! he board, and both Of which Offices may I've
| n.iei BY the same person, all as the board
may ht.
i With the written consent Of all the drec.
! rrrs, valid meetings Of directors may be held
outside Of the state or within the state else
lNnerc than az the d1m.clie OF the corpora.
ZION.
A majority Of the directors shall constitute
4 quorum Tor the transaction Of all business
and every vacancy uC.u--IuI on SAID board
shall be filed by the remaining directors
'3T the u1rNp,Eci term.
! The sad JDa-d, or such officer as j, may
designate, shall. have the power 10 fix and
trrue the duties OF every officer and en-
a..gr-: and -. officers and employees shall
hold office and employ sarnt az the pleasure
% said board
itg..st, as Wr3! as alter and amend. all by.
laws, rules and regulations deemed proper IN
Is Judgment i"r The cJuduc; and manage
| weut OF the hGssurs, and affairs Of SAID coy
p5rati0n: shall have me right and power 10
! borrow and lend money. 20 sell all or auV
| par. Of the real estate and movable property,
| assets ard effects u the corporation. 20 make
| all contracts, purchases aud sales. 10 buy.
lease, acquire, improve and buiid upon real
estate. 70 exercise all the powers II the
corporation, and to do any and all acts and
'hinES reasonable, convenient and necessary
% carry on the business and manage the at.
Jars Of SAID corporation.
General meetings OF the stockholders shall
De held whereveT ordered by the board OF
outstanding stock; and notice Of the same
shall be given as provided above Tor the an |
nual meetings Of the stockholders.
Article vi, al any time, in the jj,uds- |
deemed advisable, or Tor the benefit OF the |
corporation, that Il De dissolved, the board |
within ten days after The adoption OF a reso-
luton 10 that effect, by a majority of the
whole board, az 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 70 be mailed TO each StOckholder |
together with a notice OF 4 meeting of the
stockholders 70 be held at the office of the
corporation, on a day named in said notice,
10 take action upon the resolution SO adopt. |
ed by the board Of directors.
This meeting shal! be held at any hour
fixed by said board between the hours OF
ten o'clock in the forenoon and three o'clock
in the afternoon Of the day So named and,
on the day appointed, the meeting may, by
consent Of the majority in interest of the
present, be adjourned from time
10 time. and il, az any meeting, original or
stockholders Of the corporation shall vote
that a dissolution take place. certified copy
Of such resolution, signed by the presiding
officer and secretary Of the meeting, shall
be filed in the Offce Of the secretary OF state
with list OF the names and residences Of
The directors and officers, certified to by the
president and secretary Of the corporation. ,
1hereupon, the secretary of state when ,
satisfied by due proof that the requirements :
aforesaid have been complied with. shall ,
ssue certificate that the foregoing docu-
shall then stand dissolved, and the board !
shall publish a notice OF said dissolution not
ess than three times in a paper published +,
n the parish of the corporations domic;le b
md the corporation shall proceed to settle up
md adjust its business and affairs: {
Provided that whenever all the stockhold. i
RS of the corporation shall consent, in writ B
ng, 10 such dissolution, meeting notice b
hereof shall be necessary; but filing such a
onsent in the Office of the secretary of state, r
e shall forthwith issue his certificate, and p
hereupon the matter shall be proceeded with b
$ il the dissolution had taken place at Il
leeting called for the purpose. st
Article VIl.-This charter may be modified, "
hanged or altered, with the assent of stock a,
Ol1erS owning twO-tnlT1S OF the entire cap 4 OF
al stock, at = general meeting of the stock. ii
olders convened for such purpose, after no je
ce shall have been given as provided in er
rticle V OF this charter; provided that no to
range, alteration modification as to the IL
gifts Of the holders of preferred stock shall
made without the assent of stockholders .,
,lding two-thirds of all the preferred stock. i,
Any change proposed made in reference -
the capital stock shall be made in accord. IN
ice with the laws of the State of louisiana vi
gulating or providing for such change. H.
Article VIII.-Whenever said corporation y. "a,
ay be dissolved. whether by limitation or en-
herwise, its business and affairs shall be o'I
undated by three liquidators, to be chosen
the stockholders at a general meeting con- by
CHI stakeholder shall be entitled to vote to
cording to his holdings, and of which meet tn,
3 notice shall be given to the stockholders vic
provided in Article V of this charter; res
lount of the capital stock of said corpora OF
N represented at such meeting shall be 4
luisite to elect. en-
Said liquidators shall remain in Office until NJ.
, affairs of said corporation shall have f
en- fully liquidated; and, in case of death :
disability Of any one of said lqudators, NO
remaining liquidators shall appoint pre-
,cessor to such liquidator. sue
,aid liquidators shall act either with or ma
thout court proceedings, as they may see IRE
and are hereby given full power 10 COL me
all amounts due the corporation, sell or no.
erwise dispose Of its assets, pay its debts a
Liabilities, and compromise and settle all COT
pu,ed questions and matters; and they OF
III act as receivers, and shall have, exer- les
e and enjoy all the rights, powers, prvi- san
es and compensation conferred by law upon met
eivers, and especially those conferred byi A
267 of 1914 of the General Assembly OF and
iisiana, and also given all other pow | one
necessary and usual TO fully and finally and
tie, wind up and liquidate all the BUSH .
S and affairs of the corporation, and dis 10
,ute its net assets or funds among its L..
5ei
rticle IX-No subscriber for stock shall )
held liable for the contracts, faults, or NJ
IS of said corporation in any further sum Wy
n the unpaid balance, if any, due the
,oration on the stock for which he has IN
scribed; nor shall any stakeholder ever "nu
held liable for such contracts, faults, or ~ -
IS, in any further sum than the unpaid W
lnce, if any, on the stock owned by him; ot
shall any mere informality in organiza- VIM
have the effect of rendering this charter H9ii
!, or rendering any subscriber stock l.
Ter liable beyond the unpaid amount if ave
remaining due on his stock. onu'
-ticle N.-This corporation is organized WEI ct
er the laws of the State OF Louisiana, III
cially Act No. 267 OF 1914, and the sub nee
bers hereto, for themselves and said cor enee
ton and for its officers, directors and oonl
kholders, hereby accept as conditions of sen
Incorporation and part of this charter, mel
the rights, powers, privileges and immu- nc,
s granted to and conferred upon corpo- III u u
ars az cnyTa-et;ons bv said laws and omit
act-such acceptance being as full, COM WI
and binding If said rights, powers, ,--
leges and immunities were set forth at %
length in this charter. l,
tisle \I.-Ihe names OF the first board OF IN a