The herald., 1917-02-15

secured, however evidenced or created. due a
any, time. to the company by the holder o.
SAID stock and all transfers OF stock shall
z nc made Subject = these conditions.
The capital stock OF this company may
. be increased mp 80 an amount NJ one hundred
and t.iy thousand dollars $50 e1cD by q
vote Of ta~ce-tgurtl> 90 OF The outstanding
stock At meeting OF stockholders called 10,
that purpose, IN the same manner IS provided
iIr the meeting % elect directors. until there
shall be given 70 the stockholders thirty (S0l
days notice prior 70 said meeting. and said
capital stock may be reduced 20 an amour,
not less than twenty-five thousand dollar,
-2.r."Ol IN The same manner as above pro-
y.dcd Tor the increase Of stock.
Article N.-All the corporate powers Of this
corporation shall! he vested IN and exercised
by a board Of six 20 directors, who shall
each be stockholder in this corporation,
four a. Of whom shall constitute I quorum
for the transaction OF all business and a
majority vote al any meeting shall decide
all questions voted upon.
Said directors shall be elected annually
from the stockholders, on the first Tuesday
in January IN each year, after due notice OF
said meeting shall have been given 10 each
stockholder, sent by mail 10 his last known
address al least fifteen Q5) days prior to the
holding OF said election. And all other
meetings Of stockholders, the stockholders
must be notified in the manner above de-
scr.bed at least ten CO) days prior TO the
holding Of such meeting, All other stock
holders meetings, other than 10 elect diTec-
tors may be held when ordered by the board
u directors or the holders OF twenty-five per
cent ESQ Of the outstanding stock. The
president shall call said meetings and upon
his inability or failure so TO do, same Will
be called by a vIce-president.
Al said election, and al all other meetings
Of the stockholders, the vote shall be by
. ballot, and each share OF stock outstanding
shall be entitled to one % vote TO be cas-;
by the owner in person or by written proxy,
The majority Of stock voted at any stock,
holders meeting shall decide all questions
voted upon except as otherwise provided
Within one % week from their election
as above provided for, the board OF directors
shall elect from among their members a pres
ident and two (2) Independents; they shall
! also elect a treasurer and secretary. The
I last Two named officers may or may not be
members Of the board OF directors and the
I two Offices may be combined in one person
as the board may determine.
All of the said officers and directors as
above provided for shall hold their respective
| uftceS for a period OF one % year from the
/ date Of their election or until their success
( So-s are duly elected; except the first board
/ herein provided for whose terms will expire
/ on the first Tuesday of January, 1918, un
| I'll their successors have been duly elected
| but the failure TO hold an annual election OF
/ to elect the officers as above provided fo
/ corporation but the then board Of director;
and officers shall hold their respective Office!
until their successors are duly elected.
! ANY vacancies occurring on said board o
directors shall be filed by the remainin,
/ members OF said board for the unexpireC
term, at a meeting called for that purpose
after ten days, prior notice in writing sen
/ by mail TO said directors at their last known
| address. ard if the said board fails TO cleo
| at said meeting, a second meeting may b,
| called for the purpose OF electng said dIrec
/ tors as above provided or the election MAY
| BE made by the stockholders at a specia
meeting called for that purpose in the man
| ner herein provided for the election OF di
rectors and should a second meeting of thu
| board be held and fail to elect, then tht
| board must have said election by the stock
holders as above provided for the election
| OF directors.
The said board of directors shall have tn,
/ power TO make all bylaws, rules and reg
/ ulations for the proper management anC
conduct of the affairs Of this corporation
/ and to change, alter, amend, or abolish tn,
| same at pleasure, and shall have and exer
| else all the powers conferred by law on this
/ corporation and set forth in this charter
! The said board of directors shall have tn,
| power TO appoint any agents, managers, o.
| employees who shall respectively have suci
power and perform such duties at such place
| or places as may be prescribed by the by
! laws or by the board of directors and VIII
| may be removed al the pleasure of thu
| directors, and said board shall have author
| :ty TO delegate any OF the SAID powers Veste'
| in ii, in the transaction OF the business o
| this corporation to committees Of their owl
body Of. to the officers and agents Of thi
| corporation.
| All employees or tnlS corporation, eNCcp
| those holding the Offices OF president ant
| vice president shall be considered as EN-
ployed by the month unless otherwise con
| tracted with in writing.
| The first board of directors of this corpo
ration are hereby declared to be: Mr.. Waite
| b. Chilean. of New Orleans La; Mr.. Charlie
Green. of Laurel, Mississippi; Mr.. Buckne
Chipley, of New Orleans, Louisiana; Nj
Mr.. Frank G. Wisner. of Laurel. Mississippi
and Mr. John A. Taylor, of New Orleans, La
| with the said Mr.. Walter b. Chilean, a
president; the said Mr.. Charles Green an
with the said Wallace 3. Rogers as treasures
and John A. Taylor, of New Orleans, LOT
siana. as secretary: who shall hold their r.
spective Offices until their successors are dull
elected as provided for.
Article VI.-This corporation may be di!
solved by vote of two-thirds Of the on
standing capital stock thereof at a gener;
meeting convened for that purpose in tn
manner above provided for the calling
the stockholders meetings to elect director
and otherwise in conformity with the law
Of this state.
; Whenever this corporation is dissolved
| either by limitation or otherwise, its affair
shall be liquidated by three liquidators con
missioners to be elected at such general NEE
ing of the stockholders, who shall procee
with the liquidation only upon a certifcat
| of the Secretary of State, all provided Il
by the laws of this state. And in case
II death, resignation or inability to act OF an
of said commissioners, the surviving commits
sOner or commissioners shall appoint SUI
| cessor and together theys shall continue ii
liquidation TO its termination.
Article VII-This charter may be change
or amended by a vote of two-thirds of II
] capital stock issued at general pmeetin
| called for that purpose after thirty go day
prior notice in writing having been sent
each stakeholder at his last known address
No stakeholder shall ever be held Eabl
or responsible for the contracts or faults
this corporation in any further sum tina
unpaid balance due the company on tn
shares of stock owned by him nor shall an
mere info<mality in the organization herec
have the effect of rendering this charter null
or of exposing any stakeholder to any liza
bility beyond such unpaid balance that ma
be due on his stock.
Thus done and passed in my Office in tn
city of New Orleans State of louisiana o
the day, month and year herein first abov
mentioned: in the presence of Clifton {
Crook and Edward Powers, competent NAL
| witnesses, here residing, who hereunto sig
their names. together with the said appear
ers and me, notary, after due reading Of tn
| whole.
Original signed: w. B. Chilean, ninet
/ shares, P. o. address, New Orleans La;
A. Taylor, eighty shares, P. o. address, Me-
Orleans, La; Buckner Chipley, eighty share.
P. o. address, New Orleans, La; Wallace T
Rogers, ninety shares, p. o. address, Laure
Miss; Charles Green. eighty shares, P.
address. Laurel, Miss; Frank G. Wisne,
eighty shares, P. Q. address, Laurel. Miss.
| w. MORGAN GURLEY, Not. Pull
I, the undersigned recorder of mortgage.
in and for the parish of Orleans, State {