The herald., 1917-11-29

! a board Of not less than three 81, and not
more than nine (D directors, each OF whom
! shall have IN his own name Al least FIVE
| 80 shares OF stock. Said board Of directors
/ shall be elected annually OH the first Mon
| day OF October OF each year, the first cleo
! ton to be held in the year of 1918 pro
vided that within the limits fixed by this
charter the duly elected board Of directors
/ may, at any time, by a threefOurths vote
| OF the entire existing directorate, increase
| the number OF directors and NIL the vacancy
/ or vacancies thus created All such cleo
| tons shall be by ballot al the office OF the
| corporation, under the supervision of three
| 90 commissioners TO be appointed by the
board Of directors, and in the absence OF any
| commissioner, the president shall have the
power to MI the place by appointment; and
| OF all such elections, as well as all meet
! ings OF stockholders, except when otherwise
required by law, fifteen days notice shall
| be given, either personally or by depositing
| III the post oihce, properly addressed 10 each
! common stakeholder, such notice being ad-
| dressed TO the stockholders last designated
! address, or at the General Delivery at New
| Orleans. Louisiana, If he has not designated
| an address, and announcing the time and
place OF the meeting. Each common snare
! holder, and IN those cases in which pre-
| Tered shareholders are entitled 10 vote each
| preferred shareholder shall be entitled 20
| one CD vote for each share of stock stand
| ing IN ms name on the books OF the COM
| pauy, Said vote TO be cast in person or by
| proxy and the majority OF the votes cast
| shall elect. The board of directors shall
| have power to fill all vacancies which may
| occur OH the board. Failure 10 elect the
board OF directors on the day above speci-
| ned shall not dissolve the corporation, but
| the directors then in office Shall remain
| IN office until their successors are elected
| Due notice OF election shall forthwith be
gwen, as above provided, and such notice
| OF election shall be continued TO be given
| until an election is held. The board of
| directors at their first meeting following
each annual election shall, out of their num-
Der, elect president and two vice-presi-
! dents, and they shall likewise elect, but
| not necessarily from their number, a secre-
| tary, a treasurer, and such other officers as
| the board of directors shall deem necessary.
| The board shall have power in its discre-
! ton, to unite two or more offices, and the
| same to confer upon one person, and shall
| have the power to fix the salaries of all
| officers. The board OF directors shall have
power to make and establish, we'll
alter and amend, all bylaws, rules and
regulations necessary and proper for the sup
| port and management of the business and
affairs OF said corporation, and not incon-
sistent with its charter, Said board shall
also have full power and authority TO bor-
row money through the president or some
other duly authorized agent or agents. TO
execute notes or other obligations in such
amount and on such terms as in their judg-
ment may be advantageous; and generally
to do all things reasonably necessary for the
proper carrying on of the business of the
corporation; also to issue and deliver full
Pdlu SudlCS Oh STOCK or 0DligdtlOnS OF said
corporation IN payment of money borrowed,
labor, or services, or property, or rights ac-
tually received by said corporation, as here
tCtore set FORTH and shall have power TO do
all such acts and things as may be neces.
sary to carry out the objects and purposes
tor which this corporation is organized.
The majority of the existing board shall
constitute quorum for the transaction Of
any business at any meeting of the board
of directors. Any director absent from the
meeting may be represented by any other
director, who may cast the vote of the said
absent director, according to the written IA
structlons of said absent director
The board of directors shall have the
power, by unanimous vote of the board Of
directors, to sell, or lease. pledge any
ana al OF the property, movable and i'm
to receive in exchange therefor money, or
stocks, or bonds or other obligations of any
corporation without referring to the share
holders for the power to do so, and they
or on credit, property of any kind required
for any of the purposes of the corporation
without authority of the shareholders.
Until the next general meeting to be held
October. 1913, or until their duly qualified
successors are elected and installed, the
board of directors shall be composed of
Michael A. Baccich, 1887 GENTLY Boule-
! Lafaye, 1907 Gently Boulevard, New Orleans,
| louisiana; Roch Z. T. de Montluziu 1883
GENTLY Boulevard; New Orleans, Loais.
hna fT HBgbs. TS Be- Paausmine "a, LGg
| Charles Avenue; with Roch E. E. de- Mont.
| luzin as President, Frederic Wilbert as vice.
president, Hughes J. de la Vergne as vice
| PRESIDENT and Michael A. Baccich as secre-
| Article VI-Whenever this corporation
I shall be dissolved, from any cause, its af
| fairs shall be liquidated by three ~ stock
| holders to be appointed at a general meet
4 of Stockholders Gov
pose of liquidation, as hereinafter provided,
each share of common stock being entitled
| to one O vote to be cast by the holder,
either in person or by proxy. Said commits.
sioners shall remain in office until the af.
fairs OF said corporation shall be fully set
tied and liquidated, and they shall have
full power and authority to transfer and
give title to all the property and assets of
the corporation, and to- distribute the pro.
ceeds: In case Of death, disability, or res
ignation of one more COMM ssioner or
commissioners, the vacancy shall be filled
by the surviving commissioner or commits
Article VII-This act of incorporation may
be modified, changed or altered, or this cor
poration may be dissolved with the con-
sent of two-thirds of all of its common
the stockholders convened for such pur-
poses, after previous notice shall have been
given in one or more daily newspapers pub
lished in the Parish of Orleans, State of
Louisiana, once a week during thirty DAYS
preceding such meeting and upon the date
Of such meeting, and by notice mailed at
least fifteen days prior to such meeting to .
each stakeholder who appears as such on
the books of the company, to the post.ofhce
address designated by him; and in case of
failure to designate address, to the Gen.
eral Delivery, City of New Orleans. ANY
| change which may be proposed or made in
reference to the capital stock of said cor
poration shall be made in accordance with
the laws Of the State of Louisiana, on the
subject of the matter Of altering the amount
of stock of said corporation. II may be
| increased diminished upon compliance
| Herewith. The said stock may be increased
to maximum of twenty FIVE hundred (25O0)
shares of preferred stock of a par value of
| one hundred dollars $4,000, and a maxi
| mum of FIVE thousand 5000 shares of COM
mon stock of a par value of one hundred
! dollars $4,000 per share.
| No stockholder shall ever be held liable
| or responsible for the contracts or faults of
| said corporation in any further sum than
| the unpaid balance due on shares of stock
owned by him. nor shall any mere infor-
| mality in organization have the power of
| rendering this charter null, or of exposing
any stakeholder to any liability beyond the
| amount due on his stock
l Article VIII.-There is annexed hereto an
accurate. detailed and itemized description
of certain property, being a certain privi-
l lege, permit or franchiseto operate a Gem
etery in the City of New Orleans, and
| certain real estate which is to be conveyed
to this corporation in payment of certain
/ subscriptions for a total of one hundred
i .houeaod doii.ra f<f00 mo ny a. al. .f