The herald., 1917-08-09
CHARTERS.

ident OF said company, and given said stock
holders 1--WE (5l days within which to pur-
chase said stock at its market value, or at
the price offered by any bona fide purchaser.
All the stockholders shall have the right to
purchase at such offering, in the proportion
OF their holdings in said company.
Article lN.-Par. 1.-The corporate powers
OF this corporation shall be vested in and
| exercised by board Of directors composed
OF 1--WE stockholders Of which quorum shall
| be three.
Par. 2-The officers of this corporation shall
| be president, vice-president and secretary
| treasurer, the office OF seCretary-treaSurer
may be either separate or combined in one
! individual the board shall from time 10
time determine; the following persons shall
constitute the FIRST board Of directors
Charles T. Madison, 52l6 Pitt street. New
Orleans. La; Edwin NJ. Tele, s455 Prytania
| street, New Orleans, La; Joseph Brig, Man
deville, Louisiana; Henry l. Lazarus. Jr,
| E5 Whitney-Central Bldg, New Orleans
! La. Joseph W. Cory, Hennen Building New
Orleans, La, and the said Charles T. Madi-
son shall be president, Joseph Brig shall be
! vIce-president, Henry L. Lazarus, Jr., shall
be secretary and Edwin NJ. Telle shall be
| treasurer.
! Par. 3-No person shall be eligible as
| director or an officer who is not stakeholder
! of this company.
Par 4-The said board shall continue in
office until the third 4rd Monday in June
! 1913, on which date. and thereafter annually
a board OF directors shall be elected on the
| third Monday Of June of each year, unless
the same shall be a legal holiday when the
election shall be held the next legal day
Par 5-Notice of such election shall be
given by letter to be written ten OO) days
previous to said election and sent by mail
prepaid TO the last known address OF each
OF the stockholders, and the board of direc.
tors shall appoint one or more stockholders
| to preside az such election as COMM ssioners !;
in the event of the failure OF any commits
Sloner or commissioners TO attend, the pres
! ~ he
failure from any cause whatever 70 elect
directors on the day named for that purpose,
shall not dissolve the corporation, but the
directors then III office as well as the officers
OF said corporation shall hold office until
their successors are chosen.
Par 6-At every election and meeting, each
stockholder shall be entitled to one vote for
each share of stock registered in his name,
and may vote by written proxy.
Par. THE election of directors shall be
by ballot and the majority in amount of
votes cast snail elect the person or persons
tor whom they have been cast.
Par. S-After each election the board of
directors shall elect from their own number
the officers of said company.
! Article N.-Par. 1.-The board shall have
full powers to fill vacancies in their number
caused by death, resignation or otherwise
from the stockholders of said corporation
Par 2-The said board of directors shall
| have full control of the property of this CON-
| pany and shall conduct, manage, and use
/ the same as their discretion may deem fit
| and that is consistent with the objects OF
! this company.
Par. 3-The said board of directors is fur
ther authorized to adopt such bylaws, rules
| and regulations as the affairs and business
OF the corporation may require and as it may
| deem necessary for the conducting and man
agement thereof, provided that same shall
| not conflict with this charter or with the
laws OF this State or the United States.
! Par. 4-The said board of directors shall
! elect or appoint such other officers, agents
! employees, servants and clerks as it may
| deem necessary for the conducting of the
business OF the corporation, fix their COM
pensatl3ns, terms OF service. with the right
| TO discharge them at the boards pleasure
and that said board shall have the right to
| hx and determine the salaries OF the several
| officers herein provided for
| Par. S-The president of this corporation is
| authorized to call meeting of the board of
| directors at any time, provided he shall give
| all members of tn. board of directors forty
eight C4) hours written notice, which formal
| written notice as well the time, may be
waived by the consent of all the directors
| Par. 6-On the written request of any two
| members OF the board of directors, the pres
ident must call meeting of the board and
| give the necessary notice thereof.
| Par. 7-Members of the board NAV nv
general or special written proxy appoint any
| other director stakeholder to act in their
| places as directors in their absence
| Far. 8-Any action Of the board agreed 10
| IN writing and signed by all the members or
their proxies, though done separately and
without convenlng, shall have the same effect
| as II done IN formal meeting.
Article VI.-One of the purposes of the
| organization OF this corporation being TO
| acquire by purchase from Joseph Brig the
steamer Louis Dolive" and the parties an
| mex hereto and make a part of this charter
| detailed list of the Steamer Louis Doliye"
| with its appurtenances thereto belonging,
which boat and appurtenances is to be sold
of fifteen thousand dollars (sl5,OOOOj Of the
capital stock OF said corporation, fourteen
| thousand, nine hundred dollars ($l49O0OO
| OF which has been subscribed for by Joseph
by Henry l.. Lazarus. Jr., which detailed list
together. with the appraised value of said
boat and appurtenanceS as made by the board
OF directors heTeinabove named. has. been
| aphed NE Varietur' by me, notary, for
identification with this charter. Said Joseph
| brig hereby consents to the sale and deliv.
cry OF said vessel and its sppurtenances in
| payment of stock subscribed by him and the
| said Lazarus as herein set forth.
Article VI1.-This charter may be changed
modified or amended or the corporation may
be dissolved at general meeting Of the
| the assent of two-thirds (2-0 OF the entire
capital stock. whether present or represented
at such meeting, all as provided by Act 267
of the Legislature of the State of Louisiana
for the year 1914
Ten days Q0) prior notice of such meeting
shall be given in any daily English news
paper published in the city of New Orleans
In case of the dissolution or termination of
this corporation either by liquidation of its
charter or from any other cause the liquida-
tion of its affairs shall be conducted by three
commissioners elected from the stockholders
at a meeting called for that purpose as above
set forth
Said commissioners shall remain in Office
until the affairs of said corporation shall
have been fully liqudated. In case of the
death of one or more of said commissioners
the survivor or survivors shall continue TO
act.
Article VIII.-No stakeholder of this cor.
poration shall ever be held liable or respon-
sible for the contracts or faults thereof, in
any further sum than the unpaid balance
subscribed for or owned by him, nor shall
any mere informality in organization have
the effect Of rendering this charter null or
OF exposing stakeholder to any liability be-
yond the unpaid balance due on the shares
owned by him.
Thus done and passed in my notarial Of
| hce in the city of New Orleans, State of
Louisiana, the day, month and year herein
hrst above written, in the presence of the
competent witnesses whose names are here
unto subscribed, together with said appear
ers and me, notary, after due reading Of the
whole.
And the signers also declare that they
have affixed opposite their names the number
of shares respectively subscribed by them
and that they declare this to be their stock
subscription list.
Chas. T. Madison. s2l6 Pitt Street, llo
La. l49 shares, $4,000; E. NJ. Telle, s435
VT oh N.