The herald., 1918-06-06

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 President, a First Vice
President and a Second Vice-President,
and it shall also elect 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
bined in one person.
Any Of the Directors shall have the right
to appoint, by written instrument, anoth-
er stakeholder to act as his proxy and in
Board of Directors.
The said Board, or such officer as it
may designate, shall have the power to
fix 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
tice of the same shall be given as provided
in Article vi of this charter.
Article VINO stakeholder shall ever
be held liable or responsible for the debts,
contracts or faults of this corporation
nor shall any mere infOrmality in the or
ganization have the effect of rendering
| this charter null, or of exposing any
| shareholder to any liability whatever, be-
yOnd any unpaid balance due on his stock
nor shall the stock be subject to assess
ments.
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 ff-
| teen days written notice of such meeting
has been given personally, or been depos
| 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 b'
waived at any meeting at which every
stakeholder shall be present or represented
| Article VII.-If, at any time, in th'
shall be deemed advisable, or for the ben
eft of the corporation, that it be dissolv
| ed, the Board, within ten days after thu
adoption of a resolution to that effect, by
a majority of the whole board, at an!
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 Il
be mailed to each stakeholder, together
with a notice of a meeting of the stock
holders to be held at the office of the cor
| poration, on a day named in said notice
| to take action upon the resolution 81
adopted by the Board of Directors.
This meeting shall be held at any hou
| fixed by said Board between the hours o
ten o'clock in the forenoon and three
| O'Clock in the afternoon of the day 81
named; and, on the day so appointed, tn,
meeting may, by consent of the majOrit,
| in interest of the stockholders present, b.
adjourned from time to time, and II, a
any meeting, original or adjourned, two
| thirds in interest of all the stockholderi
of the corporation shall vote that disso
luton take place, a certified copy OF suci
resolution, signed by the presiding Office
and secretary Of the meeting, shall be nice
| in the office of the Secretary OF state WIFI
/ a list of the names and residences of thu
| Directors and officers, certified to by thu
president and secretary of the corporation
| Thereupon, the Secretary OF State, whel
| 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, ant
the Board shall publish notice of salt
dissolution not less than three times in
paper published in the parish of the cor
| poration's domicile and the corporation
shall proceed to settle up and adjust 1t
business and affairs:
Provided that whenever all the stock
hin writing, to such dissolution, no meeting
| or notice thereof shall be necessary; bu
| on filing such consent in the Office of tn
| Secretary of State, he shall forthwith is
sue his certificate, and thereupon the mat
ter shall be proceeded with as IL the dis
solution had taken place at a meeting call
| ed for the purpose.
Article vIII.-This charter may be mod
fled, changed or altered, with the assen
Of stockholders owning two-thtrds OF tn