The herald., 1918-12-19
CHARTERS

I pany, ana COunterSlgneQ by the secretary or
Treasurer Of the Company. The stock OF
this corporation can be transferred only on
the books of the corporation and subject TO
such rules and regulations as may be by
the Board of Directors from time to time
prescribed.
ARTICLE VI.-Section l.. Ali corporate
powers Of this corporation shall be vested in
and exercised by a Board of Directors COM
posed of not more than fifteen C5), nor less
than three 81, stockholders. A majority
of the directors, without regard to the class
from which they may have been chosen,
shall constitute a quorum for the transaction
Of business. Said directors may vote in
person or by proxy, written or telegraphed,
at any and all meetings of directors, regu-
lar or special, but no director where acting as
presiding officer or otherwise shall be en-
titled on any question to more than one
vote. The Board of Directors shall be elect
ed annually on the first Monday Of February
OF each year after date hereof, and the first
election shall be held in February, 1920. The
first Board of Directors shall be composed of
three directors as follows: John A. Nally,
A. d. Rarstead and Chas. NJ. Johnston, with
Chas. NJ; Johnston as President. John A.
Nally and A. d.. Ranstead as Vice-Presidents;
A. d.. Ranstead as Secretary and John A.
Nally, as Treasurer. The aforesaid Directors
shall hold their office until the first Monday
OF February, 1920. or until their successors
are elected and qualified.
Section 2. All elections of Directors shall
| Dc Oy DdllOI al the Office OF the corpora
ton under the supervision of the Board of
Directors under such rules and regulations
as the Board of Directors may from time TO
time promulgate. Notice of meetings of
stockholders regular or special except as
otherwise herein provided or except as other
wise required by law shall consist of no
tice sent in writing to each stakeholder at
his last known address as it appears on the
books OF he corporation. fifteen days prior
to the date of the meeting. Failure 10 des-
ignate an address shall permit notice to be
sent to such place as may by the Board of
Directors be determined and to be sent to
General Delivery and shall constitute full
and complete notice. Each stakeholder at the
annual or any other regular or special meet
ing shall be entitled to one vote for each
share Of stock owned and the vote Of any
stockholder at any meetings may be cast
by written proxy, provided that if the stock
shall hereafter be classified, the stockhold-
es within its given class shall be restrict
ed to voting for the number of Directors and
in the manner permitted to stockholders of
that class by the bylaws.
Section 3. Should a vacancy occur in the
Board of Directors, same shall be filled by
the remaining Directors by the election for
the unexpired term Of a stakeholder having
the qualifications provided by the bylaws.
Failure to elect directors on the date speci-
fed shall not dissolve the corporation but
the directors shall remain in office until
their successors are elected and qualified.
oCStiOu v II DOdIu OF DlGcCtOrs al tnelr
first meeting following the annual election
shall elect from their number a President,
two vice presidents, a secretary and treas
urer. The Board shall have the power to
confer upon one person. The Board Of Di-
%rectors may elect, not necessarily from
their number, such other officers and agents
as to them seems advisable.
Section 5. The Board of Directors is here
by given all power to carry on the business
and affairs of the corporation, and to make
all rules and regulations not inconsistent. with
the terms of this charter.
Section 6. The Board of Directors are
hereby vested with power and authority to
create from among their number an Execu-
tive Committee of not less than three and not
more than five in their discretion and to
change the members of said Committee
from time to time provided the Committee
shall not be less than three nor more than
five at any time. Such Committee may
consist of part officers and part directors, or
Of all officers or Of all directors, the person
mel of said committee being entirely in the
discretion of the Board of Directors. The
Board of Directors are hereby specifically
given the power to delegate when they are
not in session from time to time to the Exc
cutlve Committee any and all powers which
it possesses or might exercise, and to re-
woke the same from time to time at its
pleasure. Wherever in this charter it is
provided that any act or power is vested in
the Board of Directors. such act or pOweI
~rectors in this Executive Committee.
Such Executive Committee shall have the
power to act as fully and completely and
with the same authority as the Board Of
Directors themselves might act to the ex-
tent to which said committee is vested with
such power by resolution of the Board Of
Directors.
Section z. All notices, provided 70,
whether to stockholders or directors meet
ings may be waived by the written or tele
graphic consent Of the stakeholder or di
rector.
ARTICLE VII.-Section l.. Whenever thil
corporation shall be dissolved or liquidated
its affairs shall be l~iquidated by three g
stockholders, elected by the stockholders a
a meeting called for that purpose.
Section ?. This corporation may be Ii
quidated at any time on a vote Of two-thirdl
Of the outstanding stock voting to that eff
feet. In the event of the death Of any Ii
quidator, the surviving liquidators shall hav,
the right to elect another, but pending sucl
election the surviving liquidators shall hav,
full right and authority to act in all mat
ters-
ARTICLE VIII.-This act of incorporation
may be modified, altered or amended in tn,
manner provided by law at any meeting o
stockholders, whether the same be a regu
lar meeting or a special meeting after pre-
vious notice shall have been sent as herein
above provided (unless the same snail nav
been waived, to the last known address o
each stakeholder at least fifteen days prio
to the meeting and after publication a
least once a week for two weeks in a dali,
newspaper in New Orleans, Louisiana. AM
increase or decrease of the capital stock o
this corporation, except as herein otherwis
provided, shall be made in accordance witt
the law governing such matters.
ARTICLE IX.-No stockholder shall be Ii
able or responsible for the acts, omissions
or contracts Of the corporation or of its of
ficers in any sum other than the unpait
balance due on the shares Of stock owne'
by him, nor shall any mere i~nformality il
organization have the effect of rendering
this charter void or of exposing any stock
holder to any liability in excess of tn
zmount due on his stock; and in order tina
this charter may serve as the original sub
s~cription list, the subscribers hereto hav'
indicated opposite their respective signature
the number of shares OF stock subscribed 10
by each of them.
Thus done and passed in my office in tn
City of New Orleans, La, in the presenc
of James O'Shaughnessy and w. b. Moore
competent witnesses, residing in this city
who have hereunto signed their names wit
said appearers and me, Notary, after du
reading of the whole.
Original Signed) Charles NJ. Johnston
Duquesne Club, Petersburg, Pa, 1900 shares
John A. Nally, SIS Guardian Bldg, Cleveland