The herald., 1918-06-20
CHARTER

rotary shall be authorized to cancel tn,
same and issue a new certificate in lieu
| thereof.
This corporation shall have the right e
| increase its capital stock from time "a
time, the limit of such increase to be the
sum of six hundred thousand $500. 900 OO)
dollars, to be also divided into shares OF
the par value of one hundred (S10000) dol
lars each: and provided said increase in
the capital stock or any part thereof shall
in each case have been authorized by the
vote of two-thirds of all its stock, at a
meeting duly called and held in accord
ance with the provisions of Article vi of
this charter.
Article V.-The corporate powers of this
corporation shall be vested in and exer-
cised by a Board of Directors composed
of not less than five 90 nor more than
seven "a stockholders. In the event of
there being five Directors. three 60 of
them shall constitute a quorum. In the
event of more than five Directors four "a
shall constitute quorum. The Directors
shall be elected annually by ballot by the
stockholders on the third Tuesday in May
of each year, the first election to be held
on that date in 1918, and the following
shall compose three of the first Board of
Directors to be elected, to-wit:
X. III. McWilliams, cor. Bodley and Main
streets, Memphis, Tenn; A. W. Fisher, Jr
cor. Bodley and Main streets, Memphis,
Tenn; X. ii. Burchell, 1918 Soniat street,
New Orleans, Louisiana.
All elections shall be by ballot and no.
tice of each election shall be given as
provided in Article VI of this charter
Each stakeholder shall be entitled to one
vote for each share of stock standing in
his name on the books of this corporation
the vote to be cast either IN person or by
proxy, and it shall require a majority of
the stock present or represented to elect
Stockholders shall have the right of Gu
mulative voting in the election of Direc-
tors. The Directors thus elected shall
continue in office for one year and until
their successors are elected and qualified.
A failure to elect a Board of Directors as
above provided shall not work a forfeiture
OF this charter, but in case of such fail
ure, an election shall be held as soon as
practicable, after notice as provided in
Article VI of this charter.
Any vacancies occurring on the Board
of Directors either from resignation. in
ability to serve, or any other cause shall,
be filled by the Board of Directors at its
next regular meeting after such vacancy
shall have occurred.
said Board of Directors shall at its first
meeting as a complete Board elect from
their number a President, a First Vice
PRESIDENT and Second Viee-President,
and II shall also elect a Treasurer and a
Secretary who may or may not be men,
bers of the Board. at the option of the
Directors. The offices of Secretary and
Treasurer and Vice-President may be COM
bined in one person.
Any of the Directors shall have the right
to appoint, by written instrument anoth-
er stockholder to act as his proxy and in
his stead at any and all meetings of the
Board of Directors.
The said Board, or such officer as il
may designate, shall have the power to
ix and define the duties of every officer
and employe; and all officers and employ
ees shall hold office and employment at
the pleasure of said Board.
General meetings of the stockholders
shall be held whenever ordered by the
Board of Directors or the holders Of one
fourth of the outstanding stock; and no
ice Of the same shall be given as provided
IN Article VI Of this charter.
Article VINO stakeholder shall ever
De held liable or responsible for the debts, |
or faults of this corporation |
,or shall any mere informality In the or