The herald. [volume] (New Orleans, La.) 1905-1953, 1918-01-31
CHARTERS,

mon Stock ratably according to their re.
Spective shares.
No, holder of any of the Preferred Stock
OF TINS corporation shall have the right to
sell or otherwise dispose of any of said Pre-
TERED Stock without first offering the same
IN writing to the Board of Directors OF this
corporation, through its President, which
board OF Directors shall have ten QO) days
Wlthln which to accept or refuse the offer
but said Board of Directors shall have the
right to purchase any or all of said stock
SO offered at its par value, plus any accrued
dividends and plus any interest which said
STOCK may have IN any amount to the credit
OF the Preferred Stock Surplus Account {"
In the event the business of the corporation
shows loss for the current year up 70 the
date OF the purchase Of any such Preferred
STOCK by TINS corporation, then and in that
event there shall be charged to the interest
said purchased stock may have in said Pre-
terred Stock Surplus Account" such proper
ton OF said loss as said Preferred Stock SO
purchased bears TO the then issued and out
standing Preferred Stock of the corporation
Should the Board of Directors fail to avail
itself OF said privilege within said period of
tune, the said stock may be offered and
sold 10 any other person or persons, subject,
however, to all the conditions contained here
in.
The Common Stock of this corporation shall
be entitled to such dividends as NAV be
declared by the Board Of Directors, subject
to the provisions heretofore set out in this
Article OF this Charter, and shall be entitled
10 share IN the assets and funds of the
corporation in the manner herein prescribed.
All voting rights OF every kind shall be
exclusively vested in the holders of the
Common Stock, each holder being entitled TO
one vote tor each share standing in his name
on the books Of the corporation, which vote
may be cast either in person or by proxy.
The Common Stock shall be the now out
standing One Hundred (lOO) shares of the
present stock Of this corporation. which stock
shall hereafter be known and designated as
Common Stock. All certificate or such stock
shall be called in and new certificates for
Common Stock shall be issued therefor.
No stakeholder shall have the right 20 sell
or otherwise dispose of any Common Stock
OF TINS corporation without first offering the
same in writing to the Board OF Directors
OF this corporation, through its President,
which Board shall have ten C0) days within
which TO accept or refuse the offer, but said
Board of Directors shall have the right TO
purchase the Common Stock so offered or any
part thereof at its book value irrespective
Of what price may have been offered by
anyone. Should said Board of Directors fail
10 avail itself of said privilege within said
period Of time, the said Common Stock may
be offered and sold to any other person
persons, subject however, TO all the condi-
tons contained herein.
The amount to which the Capital Stock of
this corporation may be increased, in the
manner provided by law, shall be the sum
OF One Hundred Thousand Dollars (SlOO.-
OO0OO) all OF which said increased Capital
Stock shall be Preferred Stock
In the event the Capital Stock of this
corporation is increased, only the holders and
-wners of the Common Stock shall have the
privilege of taking additional shares in the
proportion which the shares held by them
bear TO the entire Common Stock of the cor
pOration. which privilege must be exercised
within thirty (S0 days, and any shares not
taken at the expiration of that time may
be disposed of by the Board of Directors for
the benefit OF the corporation at not less than
their par value.
Article V.-All of the corporate powers of
this corporation shall be vested in and exer-
cised by a Board of Directors. composed of
not less than Five (0 nor more than Seven
O) stockholders, a majority of whom shall
constitute quorum. Said Directors shall be
elected annually on the Third Tuesday in
January in each year at general meeting
of the common stockholders. except the first
Directors appointed in this Charter. who shall
hold their offices until the Third Tuesday
in January, 1919.
H. at any time, less number than the
maximum be elected by the stockholders,
then the Board of Directors may elect others
not exceeding the maximum number for the
unexpired term. All elections of Directors
shall be held by ballot and conducted at
the Office Of the corporation under the SUI
pervsion of two ~ commissioners to be ap-
pointed by the Board of Directors. Notice of
such meeting and Of all other stockholders
meetings shall be given in the manner pre-
scribed by law, and when not so prescribed,
then written notice OF such meetings shall
be deposited at least fifteen U5) DAYS prior
of the City of New Orleans, postage prepaid,
properly addressed to each common stock
holder at his last known residence or place
of business
meetings every common stakeholder shall be
entitled to vote for each share of Com
mon Stock standing in his name on the
books OF the corporation, to be cast by him
h lv,I
majority of the votes cast shall elect. Any
vacancy or vacancies occurring among the
Directors by death, resignation, other
wise. shall be filled by election for the I'M
The failure to elect Directors on the day
above specified, shall not dissolve the cor
poration, nor impair its corporate existence
or management, but the Directors then in
office shall remain in office until their sue
cessors are elected and qualified.
The Board of Directors shall annually at
its first meeting after election, elect from
its own number a President, First Vice
President, a Second Vice President and al
Third Vice President. 1t shall also elect a
Secretary and Treasurer. or one person
who may be both, either or both of whom
may may not be members of the Board
All of said officers must be the owners and
holders of either the Common or Preferred
Stock of this corporation. The Board of Di-
rectors may also elect not more than two ~
Assistant Secretaries, neither of whom need
be members of the Board or stockholders in
this corporation. The Board of Directors
shall have power and authority to name and
appoint all such other officers, agents and en-
ployees as may be deemed necessary for the
purposes and business of this corporation
Said Board shall have power and authority
to fix the compensation and define the duties
of every officer and employee, and all officers
and employees shall hold Office and employ
ment at the pleasure of said Board.
Said Board may make and establish, as
we'll as alter and amend, any and all by
laws, rules and regulations necessary and
proper in its judgment for the conduct and
of the business and affairs of
said corporation.
At all meetings of said Board of Directors,
each Director shall have the right to appoint
from amongst the directors a proxy to act
in his place and stead.
Said Board shall have full power and au-
thorlty to borrow money, execute mortgages,
and create liens, to tissue bonds, notes and
other obligations, and to secure the same by
pledge or otherwise, and generally |
to do any and all things reasonable, conven-
lent and necessary for the proper carrying |
on of the business and affairs of said cor
poration.
Said Board may issue full paid shares of
stock for cash or in payment of labor done |
and performed for said corporation, or prop |
erty actually received by said corporation, |
upon complying with the formalities required
by law.
Article VI-Whenever this corporation
shall be dissolved, either by limitation or
from any other cause, its affairs shall be |
iquidated by two (2) commissioners to be |
appointed from amongst the holders of the |
common stockholders convened for such pur-
bose. two-thirds in amount of all the outt /