The herald. [volume] (New Orleans, La.) 1905-1953, 1917-12-13
CHARTERS.

contract. sue and be sued, and may use
corporate seal, and the same 10 break and
alter a. pleasure.
Article IV.-The capital stock of this cor.
poration is hereby fixed 2; three hundred
thousand dollars, divided into and repre-
sented oy 5000 shares of the par value of
one hundred dollars each, which shall be
paid for in cash subscribed to this corpo-
ration Tr by property transferred to it, or
services actually rendered to the corpoation
Such stock, when so issued, shall be fully
paid and worcestershire.
The capital stock may be increased to FIVE
hundred thousand dollars, and may be issued
as dividend herein at the discretion OF the
Board OF Directors and when the conditions
OF the corporation permits it, The Board Of
Directors may also reduce the capital stock
from lime to time from the earnings of the
corporation by calling in a proportional part
from among the stockholders recorded in
such manner as may be agreed upon by the
Board of Directors.
No stakeholder shall sell or otherwise dis
pose of his stock in this corporation without
hrst offering the same in writing 70 the
other stockholders, who shall have ten days
refusal OF the same, and which stock shall
be sold to the highest bidder. Should said
stoc lnolders fail to avail themselves of the
privileges within said period of time, the
said stock may be offered and sold to any
other person.
powers
shah be vested in and exercised by Board
OF Directors to be composed of not less than
three stockholders, but this number may be
changed from time to time by the stock.
holders at meeting duly convened.
In case OF any vacancy in any director
ship, through death, resignation, disqualifi.
cation or other cause, the remaining direc-
tors, by the affirmative vote of a majority
OF the Board Of Directors, may elect a sue
cessor to hold office for the unexipred Dor.
fer Of he Atrartar Il
shall. be vacant and until the election of a
successor Any officers employees elected
or appointed by the Board of Directors may
be removed at any time by the vote of a
majority of the whole of the directors.
The Board of Directors may, at its dis
erection, by affirmative vote of a majority of
the entire Board of Directors, appoint from
the Board of Directors, an executive COM
nittee OF not less than three, of which the
majority shall constitute a quorum, and such
committee may have or exercise any or all
OF the powers conferred by the Board of
Directors.
The Board shall elect from its members a
President, one or more Vce-Presidents, and
Secretary and Treasurer of the corporation,
but the latter two officers may be combined
in one person, and may be filled by a nom
director or non-stockholder.
Any Director, unable for any reason to
act or be present at a meeting, may give
his proxy to any other directors to act in
his place and stead.
The Board of Directors shall have and
whole corporate power, including the power
to lease, sell, mortgage or convey any part
OF the operating plant of the corporation, or
the real property upon which it is situated
either in whole or in part; to transfer the
assets OF the corporation as a whole, and to
merge the said corporation with any other
corporation directly or indirectly, and to
receive IN payment and settlement of any
such lease, sale, mortgage, transfer or mer.
ger the full paid certificates of stock of any
such corporation, and to distribute said fully
paid stock to the stockholders of this cor
poration in the proportion of their holdings
herein at the time of the consummation of
such transaction; to issue shares of stock
ter the stock may be increased, provided the
total proposed increase shall be read at one
meeting and laid over for action at the next
meeting of the board before it is adopted !;
and, on such action, the new stock shall
be first offered to the existing stockholders
in the proportion of their several holdings
with thirty days privilege TO pay for the
same before any stock is offered for sale
or subscription to other persons.
The Board is given the authority to fix
salaries and to change the same at pleasure.
The Board of Directors shall be elected
Immediately after the execution of this char
ter without notice or other formality. The
Board thus elected shall serve for one year,
or until the second Monday of November,
1918, and thereafter or until its successor
is elected and qualified.
AT the expiration of the term of Office
herein fixed for the first Board, the Board of
Directors shall be elected at meeting of
the stockholders to be held in the City of
New Orleans annually on the second Mon.
day OF November in each year, at which
meeting any matter Of interest to the cor
poration may be discussed and determined
as matter of course without previous notice.
Article VI.-The whole capital stock here
in authorized may be issued, fully paid and
worcestershire for the purpose of acquiring
and purchasing the assets of 7. Hausmann &
Sons, Limited. described in the third arti-
Gle of this charter, and there is annexed to
these Articles of Incorporation, to be read
in connection Herewith, an accurate, de-
tailed and itemized description of said prop
erty, as to amount. location, extent, charac-
ter, ~ situation and improvements, together
with statement of the value as appraised
by the incorporators, and statement of the
value to be placed upon the good will to be
included hereunder and included in the cap
ital stock.
Article VII.-The elections for Board OF
Directors, as the other acts of stockholders,
shall be determined by vote of the ma.
jority of the stock present and represented,
ings unless otherwise required by law. Fiji
tee days notice of all meetings of stock
holders shall be given in writing. The
notice shall be sent to the last known post
once ADDRESS OF tnc SlOCknOlQer, ana the
stakeholder shall record his post-ofice ad-
dress with the Secretary of the Company.
In the event of his failure to do so, notice
addressed to the stakeholder at New Orleans,
Louisiana, and deposited in the postoffice at
New Orleans, Louisiana, will be sufficient
notice to the stakeholder aforesaid.
Article WILING stakeholder shall ever be
held liable or responsible for the contracts
or faults of the corporation in any further
sum than the unpaid balance due the COM
pany on the shares Of fstock owned by him,
nor shall any mere informality in organi-
zation have the effect of rendering this
charter null or of subjecting any stakeholder
to any liability beyond the unpaid balance
due by him.
Article IX-This act of Incorporation may
be changed modified or altered, or the cap
ital stock increased or decreased in the man
ner prescribed by law at a general meeting
convened for that purpose after fifteen days
notice mailed by the Secretary & Treasurer
or the Secretary as hereinabove set forth,
or delivered by him in person.
Article X.-Whenever this corporation is
dissolved either by limitation or from any
other cause, its affairs shall be liquidated
by two commissioners selected from among
the stockholders at general or special
meeting of the stockholders after fifteen
days written notice mailed by the Secretary
& Treasurer or the Secretary as above set
person; the said commissioners TO be chosen
by a majority of the vote of the stock cast
at said meeting by the owners thereof as
they appear on the books of the company
at the date of the said meeting in person
or by proxy, each share Of stock to be enti-
tied to one vote.
In the event of the death or inability or