The herald., 1917-04-05

annual election. shall elect from their num-
her president, a vice president, and also
Cbut not necessarily from their NUMBER
secretary-treasurer, and such other oihcers
Shall have power, in its discretion, TO unite
TWO or more Offices and to confer the same
upon one person, or TO dispense with any
ONCE, and shall have the power TO NIX the
officers and agents as they may deem nee
essary. At any meeting Of the board oil
directors, any absent director may De rep
resented by any other director, VINO may
cast the vote Of the said absent director
according to the written instructions, whether
general or special, of said absent director.
The board Of directors shall nave authoLly.
by unanimous consent OF the DoaIu, "Itlod'
referring 10 the stockholders, 10 sell, lease,
assign transfer, convey, cucumber. or other-
wise dispose of and deliver, all OF the prop,
erty of the corporation, upon such terms ana
conditions, and for such CONSIDERATIONS
whether in cash, bonds, stock IN other COM
.panies or other property, as IN their oiscIe-
ton the directors may deem advisable. me
directors are moreover authorized 10 MAKE
and establish, as well alter and amend,
all bylaws rules and regulations necessary
and proper for the support and management
of the business and affairs OF the corporation
not inconsistent with its charter; 10 poTIo"
money, and through the president or other
duly authorized agent or agents, 10 execute
mortgages, issue notes, pledges, bonds; or
other obligations, IN such amounts ana on
such terms as in their judgment may De
deemed advantageous; to direct ana deter
mine the use and disposition of any sur
plus or net profits over and above the cap,
ital stock paid in; 20 issue and denver iu!I
paid shares Of stock and bonds, or other obi
cations Of the said company, in payment Tor
money, labor or services, property or
nights actually acquired and received by the
corporation, on such terms as the directors
may think proper; 10 issue and denver fn,i
paid shares OF stock of this company Tor all
or any portion of the properties heretofore
belonging to Simon Gumbel and SOPHIE
Lengsield Gumbel, devolving from their
SUGGESTIONS. upon such terms and at such
Advertisement as in their judgment may be
proper; and generally to do all such things
as may be necessary or convenient ana
proper 10 carry out the purpose Tor whlch
this corporation IS organized, and 10 exercise
It's corporate powers. Vacancies occurring
in the board OF directors may be nlled until
the next ensuing annual meeting OF the
shareholders by the remaining directors or
director, whether a quorum remain or h3t.
Special meetings OF the stockholders may be
called by the board al any time, and shall
be called al the instance OF the sharehoid:
ers holding twenty -hve (2ofo) per cent OF
the stock OF the corporatiOn; and OF al! such
meetings notice shall be given IN the man
ner provided as to annual meetings; pro-
vided that in all cases, all notices may be
waived by unanimous consent CnuI the
next general meeting Of the stockholders Tor
election Of directors, to be held under this
charter on the second Tuesday in October,
1917, or until their duly qualified successors
are elected and installed, the board Of direc-
tors shall be composed Of:
Henry E. Gumbel, post-ofice address S3s
Gravier Street, New Orleans; Joseph Cum
bel, post-ofice address 83S Gravier Street
New Orleans; Lester Gumbel, post-ofhce ad-
dress $50 Gravier Street. New Orleans.
With the said Henry Z. Gumbel as presi.
dent, the said Lester Gumbel as vice-presi
dent, and the said Joseph Gumbel as secre-
tary-treasurer.
Article VI.-Whenever this corporation is
dissolved, either by limitation Of time or
by determination Of the stockholders, its
vision OF three 90 iiquidators 10 be appointed
for that purpose at general meeting of the
Stockholders convened after at least ten Q0)