The herald. [volume] (New Orleans, La.) 1905-1953, 1917-12-20
CHARTERS.

Auis eoIPOIdtlOu shall nave the flRnt 10
contract, sue and be sued, and may use
corporate seal, and the same 20 break and
alter a. pleasure.
Articie IV.-The capital stock of this cor
poratiou is hereby fixed at three hundred
thousand dollars, divided into and repre-
sented oy 5000 shares of the par value of
one hundred dollars each, which shall be
paid for in cash subscribed toe this corpo-
ration VI by property transferred 10 it, or
sevlces actually rendered to the corpoation.
Such sock, when so issued, shall be fully
paid and worcestershire.
The capital stock may be increased to FIVE
hundred thousand dollars, and may be issued
as dividend herein at the discretion of the
Boaro OF Directors and when the conditions
OF the corporation permits it. The Board of
Directors may also reduce the capital stock
from lme TO time from the earnings of the
corporation by calling in a proportional part
Of It's shares, to be selected by drawings
IRON among the stockholders recorded in
Such manner as may be agreed upon by the
Board of Directors.
No stakeholder shall sell or otherwise dis
pose Of his stock in this corporation without
trst offering the same in writing 70 the
| other stockholders, who shall have ten days
refusal of the same, and which stock shall
! be sold to the highest bidder. Should said
| stoc kholders fail to avail themselves of the
privileges within said period of time, the
| said stock may be offered and sold to any
| other person.
Article V.-All of the corporate powers
| shall be vested in and exercised by Board
| of Directors 10 be composed of not less than
| three stockholders, but this number may be
changed from time TO time by the stock
holders at meeting duly convened.
In case OF any vacancy in any director
| ship, through death, resignation, disqualf-
| cation or other cause, the remaining direc-
| tors, by the affirmative vote of a majority
| OF the Board of Directors. may elect a sue.
| cessor to hold Office for the unexipred por-
| 0f he al,
| shall be vacant, and until the election of a
| successor. Any officers or employees elected
or appointed by the Board of Directors may
be removed at any time by the vote of a
| majority OF the whole of the directors.
The Board of Directors may, at its dis.
| erection, by affirmative vote of a majority of
| the entire Board of Directors, appoint from
| the Board OF Directors, executive COM
| inittee OF not less than three, of which the
majority shall constitute quorum and such
committee may have or exercise any or all
OF the powers conferred by the Board of
| Directors.
The Board shall elect from its members
President, one or more Vice Presidents and
Secretary and Treasurer of the coropration,
| but the latter two officers may be combined
| IN one person, and may be filled by a nom
| director or non-stockholder.
| Any Director, unable for any reason to
act or be present at meeting, may give
his proxy to any other directors to act in
his place and stead.
The Board of Directors shall have and
| al all lmes en.y and exercise the
whole corporate power, including the power
| to lease, sell, mortgage or convey any part
| OF the operating plant of the corporation, or
| the real property upon which it is situated
| either in whole or in part; to transfer the
assets OF the corporation as a whole, and to
| merge the said corporation with any other
corporation directly or indirectly, and to
receive in payment and settlement of any
such lease, sale, mortgage, transfer or mer-
| ger the full paid certificates of sIock of any
| such corporation, and TO distribute said fully
paid stock to the stockholders of this cor
| poration in the proportion of their holdings
herein at the time of the consummation of
such transaction; to issue shares of stock
| up TO the amount to which under this char
ter the stock may be increased provided the
| total proposed increase shall be read at one
| meeting and laid over for action at the next
| meeting of the board before it is adopted ;
| and, on such action, the new stock shall
be first offered to the, existing stockholders
| in the proportion of their several holdings
with thitty days privilege to pay for the
same before any stock is offered for sale
or subscription to other persons.
| Tie Board is given the authority to FIX
| salaries and to change the same at pleasure
The Board of Directors shall be elected
Immediately after the execution, of this char
| ter without notice or other fdYmality. The
Board thus elected shall serve for one year,
or until the second Monday of November,
1918 and thereafter or until its successor
| is elected and qualified.
AT the expiration of the term of Office
herein fixed for the first Board the Board of
| Directors shall be elected at a meeting of
the stockholders to be held in the City of
| New Orleans annually on the second Mon
/ day of November in each year at which
meeting any matter of interest to the cor
| poration may be discussed and determined
as a matter of course without previous notice.
Article VI.-The whole capital stock here
in authorized may be issued, fully paid and
worcestershire for the purpose of acquiring
| and purchasing the assets of T. Hausmaun &
Sons, Limited described in the third arti-
Gle of this charter, and there is annexed to
| these Articles of Incorporation, to be read
| in connection Herewith, an accurate, de-
tailed and itemized description of said prop
| erty, as to amount, location, extent, charac-
| ter, situation and improvements, together
| with a statement of the value as appraised
| by the incorporators, and statement of the
value to be placed upon the good will to be
included hereunder and included in the cap
| ital stock.
Article VIL-The elections for Board OF
Directors, as the other acts of stockholders,
shall be determined by a vote of the ma
either in person or by proxy at such meet
| ings unless otherwise required by law Fiji
| tee days notice of all meetings of stock
holders shall be given in writing. The
Office address of the stockholder, and the
stakeholder shall record his post-ofice ad-
dress with the Secretary of the Company.
| In the event of his failure to do so, a notice
addressed to the stakeholder at New Orleans,
Louisiana, and deposited in the postofhce at
New Orleans, Louisiana, will be a sufficient
notice to the stakeholder aforesaid.
Article VIII.-No stakeholder shall ever be
held liable or responsible for the contracts
or faults Of the corporation in any further
| sum than the unpaid balance due the COM
pany on the shares of fstock owned by him
nor. shall any mere informality in organi-
zation have the effect of rendering this
charter null or of subjecting any stcokholder
to any liability beyond the unpaid balance
due by him.
/ Article IX.-This act of Incorporation may
be changed, modified or altered, or the cap
ital stock increased or decreased in the man.
ner prescribed by law at general meeting
convened for that purpose after fifteen days
notice mailed by the Secretary & Treasurer
or the Secretary as hereinabove set forth,
or delivered by him in person.
/ Article X.-Whenever this corporation Is
dissolved either by limitation or from any
other cause, its affairs shall be lquidated
by two commissioners selected from among
the stockholders at a general or special
meeting of the stockholders after fifteen
days written notice mailed by the Secretary
& Treasurer the Secretary as above SET
| forth, or delivery by the said Secretary in
/ person; the said commissioners 70 be chosen
by a majority Of the vote of the stock cast
at said meeting by the owners thereof as
| they appear on the books of the company
at the date of the said meeting in person
or by proxy, each share of stock to be emit
tied to one vote.
In the event of the death or inability OF
failure of either of said commissioners &c