The herald. [volume] (New Orleans, La.) 1905-1953, 1918-09-26
CHARTER

: sUIVTUs UTOTII
| account Of the corporation, shown by the
last audit which shall be the book value Of
the stock and the sole and only evidence to
! be considered.
| The surplus and undivided profits may be
kept in one or separate accounts.
| The pro rata of each share OF stock shall
| be estimated by dividing the total number
| of shares issued and outstanding. into the
| balance to the credit OF said account or &C
counts. The sum thus ascertained plus the
sum Of One Hundred Dollars $4,000 afore-
| said, shall be the total value and price of the
| said stock All of which amounts shall be
| payable to cash within thirty days after
written notices Of the exercise of this privi-
| lege.
The stock shall be taken and the books of
the corporation shall be audited as of Janu-
airy lst of each year, and as soon as possible
after the expiration of said date.
No sale or transfer of stock shall be recog-
nized by the corporation unless and until it
shall have been first offered in writing to
preceding paragraph, for the use and bene-
fit of other stockholders who are hereby
granted the absolute first right and privilege
to purchase the same at the price stated, and
to accept such shall be in writing and pay
therefor within thirty days after such offer
shall have been made.
The right and the rights conferred in this
article of the charter shall follow the stock
into whatever hands it may go.
Failure of the holder possessor of the
certificate of stock to produce or deliver the
same shall authorize the corporation TO re-
ceive in trust the price hereof; to cancel
such outstanding certificates on the books of
the corporation, and issue new certificates
| therefor. The stock so purchased shall be
divided among the remaining stockholders
as may be desired by them and in default
OF agreement in proportion TO their several
thereof.
This corporation shall be the agent of the
stockholders specially empowered through its
Hoard NJ DHrert0rS m anfn a,1
all of the foregoing provisions regarding
| stock in this corporation. The substance
| of these provisions of the charter shall be
stated briefly and succcntly on the face of
each certificate of stock and shall be con-
elusive notice TO all persons dealing there
with
| Article is amended to read as follows:
| ARTICLE 6.-All the corporate powers vest
ed by, law or. this charter in corporations
shall be exercised by the Board of Direc-
tors of this corporation, including the right %.
/ manage, control and direct the affairs of the
| corporation. the corporate policy, and TO sell
the corporation, or merge the same into another
| corporation, and to take in payment of any
such sale or merger, cash, bonds, notes or
| stock of the purchasing or merging corpora
ton, or OF a new corporation, created for the
purpose, without the necessity of referring
either or any of said acts to the stockholders
| The Board of Directors of the corporation
| shall be composed of five stockholders. The
existing Board of Directors shall hold office
until its successors are elected and quail
fled. On the second Monday of January
1919, and annually thereafter, an election
shall be held by the stockholders for Board
of Directors. Such election shall be preced-
ed by fifteen days written notice to the
| stockholders, delivered in person or sent by
mail to the address given in the current city
directory. unless the address of such stock
holder shall have been registered with the
Secretary. The election shall be held at
the office of the corporation at such hour
as may be fixed by the incumbent Board of
Directors and under the supervision of one
or more COMM ssioners appointed by the same.
AT such election each stakeholder shall be
entitled to one vote for each share of the
capital stock held by him, and the five per-
sons receiving the highest number of votes
cast at said election shall be declared elect,
ed, and the Board of Directors thus elected
shall meet and organize as soon after said
election possible. A majority of the
whole Board shall constitute a quorum, and
Directors absent or unable 20 attend may
authorize Directors present to represent them
by written proxy filed with the Secretary
and with all the powers such absentees could
exercise If present in person.
All routine business matters shall be de-
cided by the majority vote of the quorum
present at such meeting, but any matter or
thing affecting the general policy, property
or corporate rights of the corporation shall
be adopted only by the vote of the majority
of stock held by the individual members Of
the whole Board of Directors, and proper
minute entries shall be made to show the
same.
At its first meeting after election the
Board of Directors shall elect a president,
and one or more vice presidents, all of whom
treasurer, who need not be stockholders, and
the latter office may be combined by the
Board in one person.
The Board of Directors may establish by
laws, rules and regulations for the govern
ment of the corporation and may also create
RI mil he nf he
eraI departments of its business including
an Executive Committee of not less than
| three members of the Board, which Committee
shall be empowered to exercise all the func.
| tons of the Board of Directors during the
| recess of said Board save those herein re-
| served for the full Board.
Vacancies in the Board Of Directors shall
| be filled by the remaining members thereof
! ARTICLE shall be amended to read as
| follows:
! ARTICLE THE funds Of this corporation
shall be deposited from time to time in a
| bank or banks to be selected by the Board
| of Directors. All checks, notes or instru-
ments drawn or executed or issued in the
said corporations name shall be countersign-
ed by at least two officers of the corpora
| ton. No official shall thus sign or endorse
the name of the corporation save strictly in
| is concern.
The power and right to declare dividends
IS vested exclusively in the Board of Di-
| rectors who are specially authorized to re-
tain the profits and earnings for the use of
| the corporation in whole or in part, until
such time as in the judgment of the said
Board may be necessary by reason of the
financial needs and requirements of the cor
poration, or the emergency of the times
Such profits and earnings so withheld by
the corporation shall be considered part Of
the corporate funds until the necessity and
use of the same shall have been terminated
by the action of the Board declaring divi-
dends therefrom.
ARTICLE 9 shall be amended to read as
follows:
ARTICLE 9-This charter may be amend
ed, altered or modified, or the capital stock
increased or decreased, at meeting Of the
stockholders duly called for that purpose
and in such manner as may be permitted by
the laws Of Louisiana now or hereafter en-
acted
This corporation may be dissolved in the
manner provided by any law of Louisiana
now or hereafter enacted.
Upon the termination Of the charter or
upon the dissolution Of the corporation, its
affairs shall be liquidated in the manner
provided by law Of Louisiana now or here
after enacted.
That there shall be new article added
to the original charter, which article shall
be known as article u, and which shall read
as follows:
Z