The herald., 1917-12-13
CHRISTMAS EDITION
CHARTERS.

ChAIIEhS.
texists on the Exchange Building. ana so
4 long as there is any preferred stock issued
by the corporation and outstanding; nor
shall any dividends be paid common stock
| holders so long as any mortgage exists on
| the Exchange Building and while there is
any preferred stock, issued by the corpora
! ton, still outstanding and uuredeemed.
"One-h4ii Of the preferred stock issued
| and subscribed for present or represented.
| 50 long as there remains mortgage On the
| building ard So long as there Is any pre-.
ferred stock outstanding, Shall constitute a
quorum at meetings OF stockholders, and it
snail be necessary that two-thirds Of the
amount OF SAID stock presented or represented
| by proxy shall vote IN favor OF any question
in order 10 decide the same. Each share OF
| preferred stock shall be entitled 10 one vote,
to be cast either by the person in whose
name the stock appears on Tie books OF the
corporation at the time 81 voting. or by his
agent or proxy
Meetings Of stockholders may be called
! by resolution Of the Board Of Directors at
| any time 10 vote OF pass upo. any matters
Article NII.-"Every member of this ex-
change shall be required 10 be member OF,
or subscribe 10, the General Contractors
Association, lis successors OF assigns, or
| the Allied Building Council, Inc. It's sue.
! ceSSoTs or assigns The Board shall have the
| night 10 INK the dues and assessments 10 be
| paid by members OF subscribers and 10 pro-
vide for the time and manner OF payment and
| TO hN penalties for nou-paymeut thereof.
| The Board OF Directors shall have the
| night, power and authority 10 pass such
| bylaws, and 70 make such rules and regu-
| atIons for the management and government
| OF this corporation and the Exchange 70 be
| operated and for the admission OF persons
/ To the privileges Of membership and 10 pro-
vide for the conduct OF all ITS members and
| persons the floor OF the exchange and
| TO TX and enforce penalties iucludiuS ex-
| pulsIon, suspension or hne, or both as it
| may deem necessary.
| Article NIII.-"The business affairs Of this
| corporation shall be transacted by and
| through a Board Of Directors 10 be elected
| annually by the preferred stockholders, COM
| posed Of 4 President, Vice President and
| Treasurer and not less than eight (S) nor
more than twenty ght (2S) other persons
| to be elected directors They shall be
| elected by majority present and represent
ed of the preferred stockholders at a meeting
| called tor thar purpose by the President,
or IN his absence, by the Vice President,
| or IN the event of the absence OF said oit-
| GERS, or their failure refusal to act, by
| more than oue-haf of the preferred stock
holders OF which fifteen Os days notice
shall be given to each stockholdcr, in writ
| ing, or by publication IN a newspaper pub
| lished in the City of New Orleans. Stock
| holders may, however, waive the said notice
| and appear in person or by proxy.
ION the second Monday of December, and
| annually thereafter, an election of officers
and directors shall be held at the office of
| the corporation or at some other convenient
| place 10 be notified to the stockholders des-
ignated by the Board of Directors. On the
third Monday Of December, and annually
thereafter, the officers and directors elected
shall take their seats.
"A failure to call meetings, or a failure
to elect officers and directors as specified
herein shall not, however, dissolve the cor
poration, but the then existing officers and
| Board of Directors shall continue to hold
their Offices, until their successors are elected
and assume Office, and another election shall
be held as soon thereafter as practicable, at
a time and the maner to be fixed and agreed
upon by the authority calling the same,
notice of which shall be given in the man
rer hereinbefore specified.
Elections shall be by ballot under such
rules and regulations as may be adopted by
the Board of Directors.
Commissioners of election or those ap-
pointed to superntend elections shall not be
candidates for any office in the corporation
at said election. The Board may appoint a
Secretary, and such other officers, managers
and employees, who need not be stockhold-
ers or members of the corporation, as it may
| deem necessary, with power and authority
| to discharge at pleasure.
ANY vacancies occurring in the Office of
| the Board of Directors, from any cause, shall
be filled by the remaining directors.
| "A majority of the directors shall consti-
| tute a quorum for the transaction of bust
| ness.
The Board shall be, and it is hereby
authorized to have full plenary right,
| power and authority to make and adopt ali
such bylaws and rules and regulations for
the management and government of this
| corporation and to voting of stockholders
as it may deem best for the interest of the
I corporation.
at may appoint committees to conduct, and
| have control of one or several matters, with
| the right to revoke same at pleasure, and
may delegate certain powers and duties to
| said committees as may best suit the con-
| he at
provided that all of their acts, doings and
| recommendations be approved by the Board
Now, therefore, said appearers in conform
| lty with and pursuant TO said authorization
for the purpose of putting said amendments
| to Articles ~, V, VI, VII, and VIII into
Notarial form and into effect and carrying
out the authority vested in them by said
| stockholders meeting, a copy of the minutes
this notarial act for the purpose of making
| full proof thereof.
Thus done and passed in my notaral Office
| in the City of New. Orleans on the day,
month and year hereinabove set forth, in
| the presence of Messrs. Salvador Roccaforte
and Stafford NJ. Smith, competent witnesses,
who hereunto sign their names, together with
said appearers and me, Notary, after reading
| Of the whole.
Signed: Herman H. Thomas, Prest., R. L.
McChesney, Secretary.
Signed: s. Roccaforte, Stafford NJ. Smith.
| ETHELRED NJ. STAFFORD,
| I, the undersigned Recorder of Mortgages,
in and for the parish of Orleans, State of
Louisiana, do hereby certify that the above
and foregoing Act, amending. the Incorpora-
ton of the Contractors and Dealers Ex-
change, was this day duly recorded in my
Office, in Book 1912, Folio =.
| New Orleans, November 8, 1917
(Signed) EMILE J. LEONARD.
by. Recorder.
/ A true copy.
ETHELRED NJ. STAFFORD,
| Notary Public.
| Nov IS % g Dec 6 Is %