The herald., 1917-12-20
CHARTERS.

4 CHARTERS.
exists on the Exchange Building. and 5,
long 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 unredeemed.
| "One-half OF the preferred stock issued
| and subscribed for present or represented,
| 50 long as there remains a mortgage on the
| building and long as there is any pre-
| terred stock outstanding. shall constitute a
quorum AZ meetings OF stockholders, and il
! shall 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
10 De cast either by the person III whose
name the stock appears on the books OF the
corporation at the time OF voting, or by has
agent or proxy.
| Meetings Of stockholders NAV be called
| by resolution of the Board OF Directors at
any time to vote or pass upon any matters
| Article Nll.-"Eyery member of this ex-
| change shall be required to be member OF.
or subscribe 70, the General Contractors
! Association, its successors or assigns, or
| the Allied Building Council, Inc, its sue
| ccSSOrS assigns. The Board shall have the
| Tight to Tx the dues and assessments 10 be
| paid by members or subscribers and 10 pro.
|
| 10 TX penalties for u0n-payment thereof
| The Board Of Directors shall have the
| night, power and authority to pass such
| bylaws, and to make such rules and regu-
| latons Tor the management and government
| OF this corporation and the Exchange 10 be
| operated and for the admission of persons
! to the privileges OF membership and to pro.
vide tor the conduct Of all its members and
| persons on the floor of the exchange, and
! 10 INK and enforce penalties including eN-
| pulsion, suspension or hne, or both as II
| may deem necessary.
Article NIII.-"The business affairs of this
| corporation shall be transacted by and
| through a Board of Directors TO he elected
| annually by the preferred stockholders. com
posed Of a President, Vice President and
| Treasurer and not less than eight 90 nor
more than twenty-eight (2S) other persons
| 10 be elected as directors. They shall be
| elected by majority present and represent
| ed OF the preferred stockholders at a meeting
called Tor that purpose by the President
! or, IN his absence, by the Vice President,
| or in the event of the absence of said Off
GERS, or their failure or refusal to act, by
more than one-half of the preferred stock
holders OF which fifteen Q5 days notice
shall be given to each stakeholder, in writ.
i ing OF oy puDHcation IN a newspaper pub.
holders may, however, waive the said notice
and appear in person or by proxy.
"On the second Monday of December, and
annually thereafter, an election of officers
the corporation or at some other convenient
place TO 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.
poratlon, 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
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
ner 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 superintend 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-
eFs 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 Beard OF Directors, from any cause, shall
be hlled by the remaining directors
"A majority of the directors shall consti-
tute quorum for the transaction of bust.
The Board shall be, and it is hereby
authorized TO have full plenary right,
power and authority TO make and adopt all
such bylaws and rules and regulations for
the management and government of this
corporation and as to voting of stockholders
| as it may deem best for the interest of the
corporation.
1T may appoint committees TO conduct, and
nave control OF one or several matters, with
| the right to revoke same at pleasure, and
may delegate certain powers and duties TO
sand committees as may best suit the
venience and interests Of the corporation,
provided that all of their acts, doings and
recommendations be approved by the Board"
Now, therefore, said appearers in conform
| ity with and pursuant to said authorization
Tor 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, copy of the minutes
i or which are annexed hereto, have signed
this notarial act for the purpose of making
! full proof thereof
Thus done and passed in my notarial Office
| in the City of New Orleans, on the day,
month and year hereinaboye set forth. in
| the presence of Messrs. Salvador Roccaforte
and Stafford M. 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.
ETHBLRED NJ. STAFFORD,
Notary Public.
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, 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 D q Dec IS 20