The herald., 1918-06-20
CHARTERS

| Besides the annual meetings hereinabOve
| referred TO, the stockholders shall hold
| special or general meetings, whenever the
| same shall be called by the President OF
| the corporation, but no stockholders meet
| ing shall be held until after at least fif-
| teen days written notice of such meeting
| has been given personally, or been dcpOS-
tied in the post Office at New Orleans.
| La. properly addressed, to each share
holder at his last known address, as shown
| by the books of the company; provided
| that such notice and such delay may be
waived at any meeting ut which every
| stakeholder shall be present or represented.
Article Wifi. at any time in the
| judgment of the Board of Directors, il
| shall be deemed advisable. or for the ben
eft of the corporation, that il be diSSOlv-
| ed, the Board, within ten days after the
adoption of resolution to that effect, by
| a majority of the whole board, at any
meeting called for that purpose. of which
| meeting each Director shall have received
at least three days notice, shall cause no
tice of the adoption of such resolution 10
be mailed TO each stOckholder, together
with a notice of a meeting of the stock
holders to be held at the Office of the cor
pOration, on day named in said notice.
to take action upon the resolution so
adopted by the Board of Directors.
This meeting shall be held at any hour
fixed by said Board between the hours of
ten o'clock in the forenoon and three
o'clock i'll the afternoon of the day so
named: and, on the day so appointed the
meeting may. by consent of the majority
in interest of the stockholders present, be
adjourned from time to time and if, at
any meeting, original or adjourned. two
thirds in interest of all the stockholders
of the corporation shall vote that a diSso-
luton take place. a certified copy of such
resolution. signed by the presiding officer
and secretary of the meeting, shall be filed
in the office of the Secretary of State, with
a list of the names and residences of the
Directors and officers, certified to by the
president and secretary of the corporation.
ThereupOn, the Secretary of State. when
satisfied by due proof that the require
ments aforesaid have been complied with.
shall issue a certificate that the foregoing
documents have been filed; and the cor
pOratiOn shall then stand dissolved, and
the Board shall publish a notice of said
dissolution not less than three times in a
paper published in the parish of the cor
pOrationS dOmicile, and the corporation
shall proceed to settle up and adjust its
business and affairs:
Provided that whenever all the stock
holders of the corporation shall consent.
in writing. to such dissolution, no meeting
or notice thereof shall be necessary: but
on filing such consent in the office of the
Secretary of State, he shall forthwith is
sue his certificate. and thereupOn the mat
ter shall be proceeded with as if the dis
solution had taken place ut a meeting call
ed for the purpose.
Article NIII-This charter may be mod
flied, changed or altered, with the assent
of stockholders owning wo-thirds of the
entire capital stock, at a general meeting
of the stockholders convened for sucn pur-
pose, after notice shall have been given
as provided in Article vi of this charter:
provided that any change proposed or
made in reference to the capital stock
shall be made in accordance with the laws
of the State of Louisiana regulating or
providing for such change.
Article IX.-Wheneyer said corporation
may be dissolved, whether by Limitation
or otherwise, its business and affairs shall
be liquidated by three liQuidators, to be
chosen by the stockholders at a general
meeting convened for such purpose at
which meeting each stakeholder shall be
entitled to vote according to his holdings.
and of which meeting notice shall be given
to the stockholders as provided in Article
vi of this charter; and the votes of the
owners of majority in amount of the
capital stock of said corporation repre-
sented at such meeting shall be requisite
to elect.
Said liquidators shall act as receivers
and remain in office until the affairs of
said corporation shall have been fully Ii
quidated; and, in case of death or disabil
ity or any one of said iquidatOrs, the re-
naming liquidatOrs shall appoint a sue
cessor to such liquidatOr.
Said liquidatOrs shall act either with or
without court proceedings, as they may
see fit, and are hereby given full power to
collect all amounts due the corporation
sell or otherwise dispose of its assets, pay
its debts and liabilities, and compromise
and settle all disputed questions and mat
ters; and they shall act as receivers, and
shall have, exercise and enjoy all the
rights, powers, privileges and compensa-
ton conferred by law upon receivers, and
especially those conferred by Act 267 of
1914 of the General Assembly of Louisi-
ana, and are also given all other powers
necessary and usual to fully and finally
settle, wind up and liquidate all the bust
ness and affairs of the corporation, and
distribute its net assets or funds among
its stockholders; provided, however, that
the rights herein conferred upon the Ii
quidating commissioners may be modified,
changed or denied by the owners of a ma
jority of the shares of the capital stock
of the corporation il such change is made
prior to the actual appointment of liquid
ating commissioners. The said Hquidat-
ing commissioners shall be held liable,
in solido, to any creditor or stakeholder
for the moneys and property of the cor
pOration which shall come to their hands
or possession as HquidatOrs. and for the
proper application and distribution there
of.
Article X.-The undersigned, whose re-
spectiye post office addresses are given be-
low, have respectively subscribed for the
number of shares of stock set opposite
their names, as follows:
r. H. McWilliams, Memphis, Tennessee,
li9S shares; A: w. Fisher, Jr., Memphis,
Tennessee, 1 share; II. Ii. Burchell, New
Orleans, Louisiana, / share.
The following named stockholders shall
the Board until the first cleo |
ion and shall also be three members of |
said Board when election is made and |
shall hold office until the third Tuesday |
n May, 1919, and until their successors |
ire elected and qualified, viz:
X. II. McWilliams, Memphis, Tennessee;
\. W. Fisher. Jr., Memphis, Tennessee;
md r. III. Burchell, New Orleans, Louis
ana.
The officers shall be elected at the first
Meeting of the Board after election of the
after, and shall hold office until the third
Tuesday in May, 1919, and until their sue
eSsors have been elected and qualified.
Thus done and passed, in my Office, at
New Orleans, Louisiana, on the day, month
md year herein first above written. in the
presence of Messrs. Charles Carroll and
AZzo j. Plough, competent witnesses, who
ave signed their names with the said
'arties and me, Notary, after due reading
Il the whole.
(Original signed).
r: III. McWilliams, A. W. Fisher, Jr.; R.
1. Burchell.
Witnesses: Charles Carroll, Azzo J.
dough.
ages, in and for the Parish of Orleans
tate of Louisiana, do hereby certify that
he above and foregoing act of incorpora-
ion of the McWilliams Southern Dredg-
ng Company, Inc, was this day duly re-
Orded in my office in Book 1222, Folio
New Orleans, May 10th, 1918.
signed) EMILE j. LEONARD, by. r.
1 hereby certify the above and forego-
ny to be a true and correct copy of the
riginal act Of record and on file in my
flee.
SeaD
signed) HENRY G. MCCALL, Not. Pub.