The herald. [volume] (New Orleans, La.) 1905-1953, 1917-04-12

I
I icrcd TO the existing stockholders in proper
/ tOn 70 their respective holdings, at such
p-ice mot less than par, and upon such
Ter Is. as shall be fixed by the board of
Al certificates Of stock shall be signed by
the president, or in his absence from the
r4usn by The vlce-president should there
/ De enc, and countersgned by the secretary
treas urcr Cor secretary, If the Office be d.
y.dedl, and sealed with the seal OF the cor
Porauon; and there shall be printed other
wise written on the face OF each certificate
This certificate IS issued and snail be held
subject TO the provisions Of Article " OF
n: charter OF this corporation
All persons or corporations who may here
after become stockholders of this corpora
ton. as well as the incorporates hereof, shall
be bound by all the terms, conditions and
agreements and stipuations contained in
this charter; and all acquisitions Of stock
or claims thereon shall al all times be sub
Ject thereto, and these stipulations shall ap-
1 ply 70 all stock whether OF the original or
increased capital stock.
Article V.-The business and affairs of
this corporation shall be carried on and con
Quoted by board of directors composed Of
three stockholders thereof. A majority Of the
board shall constitute a quorum for the tran
sac,ion Of business.
II any director shall cease 10 be stock
holder during the term Of office, in the
event OF the death resignation OF any di-
rector or officer the board may declare his
office vacant, and fill said vacancy BY Sc
Letting his successor, who shall hold Office
until the mex; annual meeting Of the stock
and qualified.
T1e following named persons are hereby
declared to constitute the first board OF di-
rectors and officers, and they shall hold
oflce until the second Wednesday, Of May,
1918 or until their successors are duly elect
ed and qualified, and their names and post
office addresses are as follows, to-wit:
Irving II. Morse, 233 \. Peers Street, New
~. u u 81 4 o.
Peters Street. New Orleans, La; Walter a.
Sullivan. 2O7 y. Peters Street, New Orleans,
La, with Irving II. Morse as president and
William r. bloomfield as secretary treasurer.
rectorS must be held al the domcie OF the
corporation, az such place as the board of
directors shall provide, but with the written
consent OF all the directors valid meetings OF
the directors may be held outside the state,
or within the state elsewhere than at the
domicile OF the corporation.
Notice shall be given Of all stockholders
meetings as provided IN this charter, excep;
where otherwise required by law, but said
notices may be waived by unanimous consent
Of all the stockholders
On the second Wednesday OF May OF each
year, beginning in 1918, and the second
Wednesday OF May in each succeeding year
thereafter, between the hours OF ten a.
and SIX p. m, al hour or between such
hours as shall he fixed by the president,
stockholders meeting for the election OF dl-
rcetOrS shall be held, and the directors so
elected shall enter upon the discharge Of
their duties Immediately after their cleo
ton, and they shall all continue IN office for
one year or until their successors are elected
and qualified. Said election shall be by
ballot, and il shall be conducted at the
Office Of the corporation, under the supervi-
(who need not be stockholders, to be ap-
pointed by the board Of directots. Notice OF
such election shall be given to each stock
holder by a letter addressed 10 him and
1gl - last
by the northumberland cor by the SeCre-
tary if the Office be divided fifteen days be-
fore the meeting Sundays and legal holidays
included, which notice may be waived by
unanimous consent Of all the stockholders.
Each share of stock shall entitle its holder
10 one vote az each election, either IN per
son, or by proxy; but no stockholde! shall be
entitled TO vote upon any shares that have
been transferred TO him within two days pre-
ceding the election. 4 majority OF the votes
present or represented at any election shall!
be required to constitute an election.
Failure TO hold an annual meeting or TO |
elect directors on the day specified shall
no. dissolve or IN any way affect the cor
poration. but the directors then in office
shall remain in office until an election shal!
be held, at any time fixed by the board OF
directors.
Each board Of directors shall at its first
meeting elect from its number a president
and a secretary-treasurer, and may elect a
vice president, Of the corporation, who shall
hold Office until the succeeding annual cleo.
tiOu when their successors are elected and
qualified and each board OF directors may
also elect and appoint such other officers,
agents, and employees, who need not be
stockholders, or directors, as the board may
deem proper, for term not to exceed the
succeeding annual election. The board OF
directors may TX and determine the powers
and duties OF every otlcer, agent and en-
p'oyce, and adopt, amend and repeal such by
laws. rifles and regulations as are not IN
conflict with or inconsistent with the law
or this charter, or such bylaws, rules and
regulations may be adopted by the stock
holders.
lEe board may at any time divide the office
Of secretary-treasurer, and elect one OF
their number treasurer, and secretary, VINO
need not be a stakeholder or director.
Neither the board OF directors nor the otl-
GERS of this corporation shall have the power
or authority 10 issue any bonds OF this cor
poration, nor to sell, mortgage or dispose OF
any of the real property OF the corporation;
except upon the previous authorization and
approval of majority of the capital stock;
Tor shall any note, contract, or any otheT
obligation of the corporation be executed
unless signed both by the president and the
secTet ary-treaSurer.
Article VI-This act of Incorporation may
be amended, modified altered, or said
corporation may be dissolved, with the CON
sent OF majority of the whole capital stock,
at a general meeting of the stockholders TO
lie convened for such purpose. after thirty
days Sundays and legal holidays INCLUDED
previous notice of such meeting shall have
been mailed to each stakeholder at his last
known post Office address, which notice may
be waived by unanimous consent OF all the
stockholders.
Article VII-No stockholder shall ever be
held liable or responsible for the contracts,
faults or debts of the corporation, shall
anv mere informaity in the mode of organ
ization have the effect of rendering this
charter null, or of exposing any stakeholder
TO any liability beyond the unpaid balance
due on the shares of stock owned or sub
scribed by him.
Article VIII.-When this corporation is dis
solved by limitation or otherwise, its affairs
who shall be elected from among the stoc k
holders at a general meeting OF the stock
holders authorizing such dissolution, or at
meeting held for the purposes OF elect
ing such liqudators. The said hquidators
shall remain in Office until the affairs of
the corporation shall have been fully liqul-
dated and shall receive such compensation
and have such powers and duties and De
subject to such limitations as the stockhold-
ers shall from time TO time provide: In
case of the death or resignation or inability
to act of one or more of the hquidators, the
stockholders shall fill such vacancy or va
cancies from among the stockholders OF the
corporation. The liquidators shall have the
power to dispose of all the property and
assets of the corporation at public auction
and 10 do all other acts necessary and TO
completely liqudate the corporation, realize
upon its assets, and divide the proceeds
among the various stockholders, all subject,
however, TO such limitations as the stock
holders may from time TO time provide.
Article 1X.-The names and post-ottce ad-
dresses of the subscribers TO these articles