The herald., 1918-10-31
CHARTER

| organization of this corporation and in &C. |
curing and bringing about the purchase of
| the property, rights and franchises afore' |
said also for cash or in installments of such |
| amounts the board of directors may de- |
| :=rmine, also fc- merchandise received, or |
| for services actually rendered to this COM !
pany. The board of directors hereinafter |
| created is specially authorized to dispose |
of the stock or any part thereof for any and IL
| ment may seem fair and proper. BeiOre any |
stockholders can sell the whole or any part |
| of his stock, must be offered for 10 |
| days to the other stockholders at its book |
value shown by the books of the company. |
| In some of the shareholders unwill- |
| ing to purchase at this price, the remaining /
shareholder or holders shall have the right !
and purchase their proportion.
! ARTICLE N.-All powers of this corpora |
ton shall be vested in and exercised by a
| board of not more than five, and not less
| than three directors, each of whom shall !
| hclG in his own name on the books Of he
| company at least one unpedged share OF
stock The board shall elect from their
number president, a vice-presdent sec
| rotary, and a treasurer, and such officers
! as they may think proper convenient for
| the carrying on OF the cOmpanys business,
| and shall have power TO unite two more
| offices, and the same to confer upon one
person, to dispense with any office in
| its discretion, and TO fix the salaries OF all
officers, agents and employees. The board
of directors shall be elected annually on the
! second Monday of October of each year, the
first election to be held in the year 1919.
| All such elections shall be by ballot at the
office of the corporation. Notice OF annual
meetings, as well as special meetings OF
stockholders shall be given by written notice
mailed fifteen days in advance of the date
of such meeting to each stockholder appear
ing such the books of the company at
his last designated address, at the Cen
eral Delivery at New Orleans, Louisiana, If
he has not designated address. Each
shareholder shall be entitled TO one vote
for each share OF stock standing in his name
on the books OF the company, said vote to
be cast IN person or by proxy, and ma
JorIty of the votes cast shall elect. The
board of directors shall have power to fill
| all vacancies which may occur, in any
manner arise or be created, by the board OF
directors, even though no quorum remain at
the time such vacancy vacancies to
be filled. Failure to elect directors the
day above specified shall not dissolve the
corporation, but the directors then in office
shall remain in office until their successors
are elected. The board of directors shall
have power to make and establish, well
alter and amend all bylaws, rules and regu-
lations necessary and proper for the sup
; port and management Of the affairs and bust
ness of the corporation and not inconsistent
with its charter. The board shall have
power, without referring to the stockholders,
to borrow money execute mortgages, issue
notes, pledges, bonds other obligations in
such amounts and such terms in their
Judgment may be advantageous, and gener-
; ally to do all things reasonably necessary
the corporation, and they are specially au-
, thorized to deliver full paid shares of stock
| and bonds, other obligations, to the COM
pany in payment of property acquired by
, said corporation at such fair valuation as i'll
, their Judgment may be proper. A majority
, Of the directors shall constitute a quorum
for the transaction of business. The board
o: directors shall have the power by vote
of not less than two-thirds of all directors
to sell all any part of the property
movable and immoveable belonging to the
corporation, or to receive in exchange there
for money or stocks or bonds or other Obli-
cations of another individual, firm
: poration Of any character without referring
T to the shareholders for power to do AT
l any meeting of the board of directors, any
; director absent from the meeting may be
4 represented by any other director, who may
e cast the vote of said absent director, accord
! ing TO general special written instructions
I of said absent director. Until the annual
a meeting of 1919 the board of directors shall
c consist of Oscar p. Geren, post office ad-
d dress, $50 Common St. New Orleans, Louis
h lana; Edward NJ. Harnett, post office ad-
l. lana, and Dora O.. Powell, post office ad-
y dress, $50 Common St, New Orleans, Louis
/ lana. OF the foregoing Oscar 2. Geren shall
: be president; Edward NJ. Harnett vice presi-
Il dent, and Dora G.. Powell, secretary-treas-
:. urer.
o ARTICLE VI-This act Of incorporation
o may be changed, modified or amended, or
this corporation may be dissolved in the man
ner provided by law, by a vote OF tWO-tnTu>
. | of the entire outstanding capital stock pres
4 ent represented at general meeting OF the
Stockholders convened for such purpose
A after previous notice has been given in the
. manner above provided to be given of the
annual meeting of the corporation. The
; | capital stock of the corporation, may be in
o creased or decreased by proceeding in &C
= cordance with the laws of the state of Louis
:, lana.
, ARTICLE VILE this corporation shall
! be dissolved either by limitation, FOL
: any other cause its affairs shall be lqu
y dated by three commissioners, to be- appoint
ed at a meeting of stockholders, convened
5, for the purpose of liquidation, and to be
u elected by vote of all the stockholders
e Said liqudators shall remain in office unit
lie the affairs of said corporation shall have
:, been fully settled and lquidated, and they
n shall have full power and authority to trans
81 fer and give title to all property and asset:
}, of the corporation, and to distribute the
= proceeds. In case of death, disability, oil
resignation, of one or more liqudators, the
vacancy shall be filled by the survivor oil
= survivors.
ARTICLE VIIL-No stakeholder shall
;. ever be held liable or responsible for tho
S contracts or faults of said corporation in any
1t further sum than the unpaid balance due or
l. the shares of stock owned by him. moi
re shall any mere informality in organization
c, have the effect of rendering this charter null
Dr. or of exposing any stakeholder to any liza
n bility beyond the amount due on his stock
er And in order that this charter may serve
ii as the original subscription list, the SUD
E. scribers hereto have indicated opposite the
1: respective signatures the subscription o
Of shares Of stock subscribed by each of them
a. Thus done and passed at my office, in thu
d City of New Orleans, on the day, month an'
n year above written, in The presence of Yer;
n II. Trailer and Frank Starks. witnesses, VIII
" have hereunto subscribed their names, to
n. gether with me, Notary and said appearers
Id after due reading of the whole.
r (Signed) Vera II. Thaller, Frank Starks
a. (Signed) WATTS X. LEVERICH, Notar,
Public.
id |, the undersigned recorder of mortgages
;, in and for the Parish of Orleans, State o
III Louisiana, do hereby certify that the abov
s. and foregoing act of incorporation of Put
" nam & Norman, Inc, was this day dull
n recorded in my Office in book 1922. foil
e. 4Sl New Orleans, La, September 2lsi
s. 1918.
nd A true copy.
AZ WATTS X. LEVERICH, Notary Public
e Sept. 26-Oct. 3-l0-7-24-si.