The herald. [volume] (New Orleans, La.) 1905-1953, 1918-02-07
CHARTER.

shall have the exclusive right to accept or
reject the purchase OF said stock, as it may
elect; and in the event the said Board shall
fail TO make said purchase within said pc
Rod at the price offered, under the condi-
tons aforesaid. then and in that event, the
exclusive right TO purchase at said price
shall pass to, be open to, and available 10
the stockholders, for a like period of thirty
days; and in the event the stockholders or
any of them, shall not exercise this right
TO purchase, then the stakeholder or stock
holders desiring to sell or dispose OF his
stock, may sell the same to such person or
perons he may see fit. All stock in this
corporation, whether common or preferred
issued or TO be issued, shall be subject TO
the provisions of this article.
Article V.-The domicile of this corporation
shall be in the City of New Orleans, L.,
where all meetgs of the stockholders or
directors must be held, provided that with
the written conseRt of all the directors, valid
meetings of the directors may be held out
side OF the State, or within the State else
where than at its dOmicie. Citation shall
be served upon the President or in his alb
sence or disability, upon the First Vice
President, and in the absence or disability
Of the latter, upon the Second Nice-President
or upon the Secretary and Treasurer.
Article VI.-All the corporate powers OF
this corporation shall be vested in and exer-
cised by Board of Directors, four in num-
Der, all of whom shall be stockholders, to
be elected on the Third Monday in January
Monday of January in the year 1919, with
the understanding that the first board OF
directors selected by the stockholders, and
named in this charter, as well as the hrst
hold office until the third Monday of jan
nary. 1919, or until their successors have been
elected and have qualified.
After the election of said Board of DiTec-
tors, by the holders of the common stock, as
herein provided, there shall be elected by
said directors from their own number. the
officers of this corporation which are as fol-
lows: lst: A President; End: A First Vice
President; 3rd: A Second Vice-President
4th: Secretary and Treasurer, which last
two offices shall be combined in one person,
and said person shall also hold and exercise
the office and function of General Manager
of this Corporation.
The first Board of Directors, and the Off
GERS of this corporation, shall be the follow
ing, and which said Board of Directors and
officers shall serve until the election TO be
held on the Third Monday of January, 1919,
or until their successors are elected, chosen,
and qualified. The addresses of said direc-
tors and officers are set opposite their re-
spective names: Leon f. Schwartz, Presi-
dent, address: 62l5 St. Charles Ave, N: o.,
La; Samuel Schwartz, ist Vice-President;
S Schwartz, End Vice President; Lorraine
Apartments, N. o., La, Herbert J. Schwartz.
Secretary and Treasurer and Gen. Mgr, CHS
St. Chales Ave, New Orleans, La.
The Board of Directors shall have the
right to I'LL all vacancies occurring in their
number, whether resulting from death. res
ignation or otherwise.
Article VII.-The annual meeting of the
stockholders of this corporation for the
election OF directors shall be held on the
Third Monday of January of each year, COM
mencing with the Thid Monday of January,
1919, until which time the officers and direc-
tors named in this charter shall continue
in Office, until their successors have been
taI av,I 81 Ill g. 49,
directors shall be by ballot, and the ma
jority in amount of common stock, voting
whether in person or by proxy, shall elect
the persons for whom they cost. Each
but one vote. Said stock shall not be enti-
tied to cumulative voting
The Board of Directors shall give at least
fifteen days notice by mail of the election
of said directors, and shall appoint one OF
more stockholders to preside at such cleo
ton. Any failure from any cause, whatso
ever to elect directors the day named fol
that purpose shall not dissolve this corpora
| ton, but the directors and officers then ii
office, shall hold over until their successor:
are chosen and qualified
The Board of Directors shall have full
power and authority TO fill vacancies in theii
number, caused by death, resignation Of
otherwise. The said board is further au
thorized to frame and adopt such bylaws
| rules and regulations as the affairs and bus
mess OF the Company may require, and i
may deem necessary, for the conducting anC
management thereof, provided the same doe.
not conflict with this charter and the law:
of the State of louisiana and those of tht
United States: to name and appoint mana
gers, nix their compensation and terms o.
employment, as we'll as name and appoint
agents and employees as in its discretion
may seem INT and proper, as well as to fix
the salaries and terms of employment of the
| officers, employees, clerks and assistants.
The Board of Directors is specially vested
with the power to acquire and purchase such
property or business, or good will, or all Of
these from individuals, firms, or other cor.
poations as said Board of Directors NAV
deem advisable and proper, and at such
price and on such terms as they deem best
and to pay therefor in the full paid common
or preferred capital stock of this corporation
or otherwise. This power to purchase and
acquire to be exercised by said Board with.
out the necessity of referring to the share.
holders for authorizations.
The Board of Directors is specially vested
with the power to lease, purchase, hold
acquire, mortgage, cucumber and sell, such
real estate as II may see fit and as it deems
necessary for the purpose and interest OF
this corporation, upon such terms and condi-
lions and consideration and price as it may
see mt; and may exercise this power withou,
referring to the shareholders for authorize.
ton. The personal interest of either stock.
holders or directors, shall not disqualify them
or either OF them, in any respect, from
uSdIlHB OF contracting with the corporation
IN any such matters, things or otherwise
Article VIII.-No stakeholder shall eyel
be held liable or responsible for the con
tracts, faults, debts, of this corporation
nor shall any mere informality in its organ
| iZation, have the effect of rendering thi!
charter null, or of exposing its shareholder.
| to any liability beyond the unpaid balance
| due on the stock owned by them.
| Article lX.-The names and post-ofice ad
| dresses of the subscribers to these articles
| of incorporation and the number off shares
Of stock subscribed by each, are as fol
! lows:
Leon f. Schwartz, 6215 St. Chas. Ave, 200
preferred shares; Leon E. Schwartz, 62l5 St
Chas. Ave, 1900 shares common; Samue
Schwartz. 7635 St. Chas. Ave, 1000 share
preferred; Samuel Schwartz, 7635 ST. Charlie
Ave, 5000 shares Common; Herbert
| Schwartz, 62l5 St. Charles Ave, 900 Common
shares; Edgar S. Schwartz, 5000 ST. Chas
| Ave, 100 Common shares.
Article Kali stockholders meetings, 70
the election of Directors as above stated
shall be held after fifteen days written no
tice mailed TO each stakeholder. Other stock
holders meetings may be held when ordere
by the Board of Directors, Or when requests
by at least twenty-five per cent of the out
standing common stock N6eice of all stock
holders meetings, other than adjourned meet
ngs shall be given in the manner prescribet
1 for stockholders meetings for the election O