The herald., 1917-04-19

agreements and Stipulations contained in
:h-5 charter; and all ACQUISITIONS of stock
cct thereto, and these stipulations shall ap-
ply 20 all stock whether OF the original or
increased capital stock.
Article N.-Thc business and affairs Of
this corporation shall be carried on and con-
Quoted by board Of directors composed Of
,N-e- stockholders thereof. A majority of the
board shall constitute quorum for the tran
If any director shall cease to be stock
holder during the term Of office, or IN the
event Of the death or resignation OF any di-
office vacant, and I'LL said vacancy by
Letting his successor, who shall hold Office
until the next annual meeting Of the stock
holders and until his successor is elected
and qualified.
rh= following named persons are hereby
declared TO constitute the FIRST board OF di.
rcctors and officers, and they, shall hold
office 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, 235 y. Peters Street, New
Orleans, La; William b. Bloomfield, 2O7 y.
Peters Street, New Orleans, La; Walter a.
sullivan, a7 y. Peters Stree, New Orleans,
| La, with Irving II. Morse as president and
All meetings OF the stockholders and dl.
rectors must be held at the domicile OF the
| corporation, at such place aS the board Of
| directors shall provide, but with the written
/
| the directors NAV be held outside the state.
| or within the state elsewhere than at the
| dlmicile 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 COnsen,
| Of all the stockholders
| On the second Wednesday Of May OF each
| wear beginning in 1915 and the second
! Wedne Sday OF May in each succeeding year
| thereafter between the hours Of ten a. N.
and six p. m, at an hour or between such
| hours as shall be fixed BY the president, a
| stockholders meeting for the election OF d.
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 suPervl-
sion OF three CD commissioners Of election
(who need not be stOCkh olders), 70 be ap:
1 pointed by the board Of directors. Notice OF
i such election shall be given 10 each stock.
holder by letter addressed to him and
mailed TO his last known post Office address
by the secretary-trea surer Tor 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 entltle ITS holder
TO one vote at each election; eit1er IN per.
| son, or by proxy; but no ockholder shall be
| entitled 10 vote upon any shares that have
Ibeen transferred 10 him within two days pre-
Needing the election. A majority OF the votes
lbc required to constitute an election.
| Failure TO hold an annual meeting or to
elect directors on the day speclhed snail
no. dissolve or in any way affect the cor
inoration. but the directors then in office
] Shall remain in office until an election shall
be held. at any time fixed by the board OF
| directors.
Injecting elect from its number a president
and a secretary-treasurer. and may elect a
l vice pres ident, OF the corporation, VINO snaII
hold office until the succeeding annual cleo,
ton when their successors are elected and
I qualified and each board OF directors may
| also elect and appoint such other otncers
i agents, and employees, who need not Oe
I stockholders, or directors, as the board may
deem proper, for a term not 70 exceed the
| succeeding annual election. The board Of
directors may nix and determine the powers
band duties OF every officer. agent, and EN-
p'ovee, and adopt, amend and repeal such by
laws, rules and regulations as are not II
conflict with OF inconsistent with me IaN
| ar this charter, or such bylaws fules a,'
| regulations as may be adopted by the stock
TEe board may at any time divide the Office
> Of ACKNOWLEDGEMENT, and elect one o
Their number treasurer, and secretary, wh
Ineed not be a stakeholder or director
Il Neither the board of directors nor the ON
GERS of this corporation shall have the powe
or authority 10 issue any bonds OF TINS cor
n,
/, iany of the real property OF the corporation
IeAcept upon the previous authorization an
] approval OF a majority OF the capital s'oSk
rST shall any note cont5.SI, or any ey.c o51e
Iunless signed both by the president and IN
, lsecre'ary-treasurer.
al Article NI.-This act OF Incorporation ma
lbe amended, modified or altered, or san
corporation NAV be dissolved, with the con
. sent of a majority Of the whole capital stock
d | at a general meeting of the stockholders !
e he convened for such purpose, after thirt
! I DAYS (Sundays and legal holidays included
r | previous notice of such meeting shall nav
: been mailed TO each stockholder at his las
kn,wn post Office address, which notice ma
r be Waived by unanimous consent OF all IN
!. Article ViI.-No stakeholder shall ever b
'theld liable or responsible for the contract:
faults or debts of the corporation, nor sha
+ anv mere informality in the mode of organ
! ization have the effect OF rendering I'M
= charter null, or of exposing any stockholde
to any liability beyond the unpaid balanc
> due on the shares of stock owned or sui
: Article VIII.-When this corporation is di:
, | solved by limitation otherwise, its ahsii
!. shall be liquidated By three 90 hguidatoTI'
I, who shall be elected from among the stocs
> holders at a general meeting Of the stocs
!, holders authorizing such dissolution. O.,
: a meeting held for the. purposes OF cleo
shall remain in Office until the affairs
i the corporation shall have been fully lqu
u dated and shall receive such compensate
: and have such powers and duties and Q
| subject TO such limitations the stockholC
. ers shall from time to time provide
! case of the death or resignation or inaOilit
= to act of one or more of the llquldators, IN
I, stockholders shall ill such vacancy or V;
|. lcancies from among the stockholders OF "a %
;, corporation The liquidators shall have IN
: power to dispose of all the property an
4 assets of the corporation at pubic aucuo
Il or private sale, and to make title theTet
= and to do all other acts necessary and
- completely liquidate the corporation, reaEl
y upon its assets, and divide the proceed
:, among the various stockholders, all suDjec
: however, to such limitations as the stool
: holders NAV from time to time provide.
~ Article IX-The names and post-othce a.
y d-esses of the subscribers TO these article
I, Of incarceration, and a statement OF Il
u number of shares of stock which each agr'
to take in the corporation, are as foilowS'
7, wit: c., ~.
ID Orleans, La. fourteen shares; William y r,
lie Bloomfield 2O7 n. Peters Street, New -
RS leans, La, thirteen shares; Walter a; 81
Iliyan, 2O7 n. Peters Street, New Orlean
h, La, one share.
w Thus done and passed in my notarial G
or fee at New Orleans, Louisiana, on the da
r. month and year first herenabo ve written,
ne the presence of George Arthur Seaver al
ryI lanes NJ. Dillon, competent witnesses, '"
D. have signed these presents with the said
he pearers and me, notary, after due reading
Original signed): Irving II. Morse, w
10 B. Bloomfield, Walter A. Sullivan. W
:. CHARLES ROSEN,
~