The herald., 1918-12-05
CHARTERS
the Board of Directors from time to time

! prescribed.
| ARTICLE VI-Section l. All corporate
powers of this corporation shall be vested in
! and exercised by Board of Directors COM
posed of not more than fifteen Q5), nor less
| than three 81, stockholders A majority
| of the directors, without regard to the class
from which they may have been chosen,
| shall constitute quorum for the transaction
| Of business. Said directors may vote in
person or by proxy, written or telegraphed
at any and all meetings of directors, regu-
lar or special, but no director where acting as
presiding officer or otherwise shall be en-
| titled on any question TO more than one
vote The Board of Directors shall be elect
ed annually on the first Monday of February
of each year after date hereof, and the first
election shall be held in February. 1920 The
first Board of Directors shall be composed OF
| three directors as follows: John A. Nally
A ID. Rarstead and Chas. NJ. Johnston, with
Chas NJ. Johnston as President. John A.
| Nally and A. ID. Ranstead as Vice Presidents
A ID. Ranstead as Secretary and John A.
Nally, as Treasurer. The aforesaid Directors
| shall hold their office until the first Monday
of February, 1920. or until their successors
are elected and qualified.
Section p All elections of Directors shall
| be by ballot at the office Of the corpora
ton under the supervision of the Board OF
| Directors under such rules and regulations
as the Board of Directors may from time to
time promulgate Notice of meetings OF
| stockholders regular or special except as
| otherwise herein provided or except as other
wise required by law shall consist of no
tice sent IN writing to each stakeholder at
| his last known address as il appears on the
books of the corporation, fifteen days prior
| to the date of the meeting. Failure 10 des-
| ignate an address shall permit notice TO be
sent TO such place as may by the Board of
| Directors be determined and TO be sent 10
General Delivery and shall constitute full
| and complete notice. Each stakeholder at the
annual or any other regular or special meet
ing shall be entitled TO one vote for each
| share of stock owned and the vote of any
stockholder at any meetings may be cast
oy written proxy, provided that if the stock
shall hereafter be classified, the stockhold.
ers within its given class shall be restrict
ed to voting for the number of Directors and
| IN the manner permitted to stockholders of
that class by the bylaws.
Section ). Should a vacancy occur in the
Board OF Directors, same shall be filled by
the remaining Directors by the election for
the unexpired term of a stakeholder having
the qualifications provided by the bylaws
Failure to elect directors on the date speci-
fled shall not dissolve the corporation but
the directors shall remain in office until
their successors are elected and qualified.
Section 4. The Board of Directors at their
frst meeting following the annual election
snail elect from their number President
two vice presidents, a secretary and treas
| urer. The Board shall have the power 10
i
| confer upon one person. The Board Of Di-
| rectors may elect, not necessarily from
their number, such other officers and agents
| as to them seems advisable.
Section 5. The Board of Directors is here
by given all power to carry on the business
and affairs OF the corporation, and to make
all rules and regulations not inconsistent with
the terms OF this charter.
Section 6. The Board of Directors are
| hereDV vested wit nd a.
| create from among their number an Execu-
tive Committee of not less than three and not
| more than five in their discretion and to
! change the members of said Committee
| from time to time provided the Committee
| shail not be less than three nor more than
tive at any time. Such Committee NAV
consist of part officers and part directors, or
OF all officers or Of all directors, the person
discretion Of the Board of Directors The
| Board OF Directors hereby specifically
| gwen the power to delegate when they are
not IN session from time to time to the Exc.
euhve committee any and all powers which
| II possesses or might exercise, and TO re-
woke the same from time to time at its
pleasure Wherever in this charter it is
provided that any act or power is vested in
the Inc Board OF Directors, such act or. power
rectors in this Executive Committee.
such Executive Committee shall have the
power to act as fully and completely and
Win the same authority as the Board of
directors themselves might act to the ex.
| tent to which said committee is vested with
Directors. Vi
Section 2. All notices provided for
whether to stockholders or directors meet.
lngs may be waived by the written or tele-
graphic consent of the stockholder or di
rector.
ARTICLE VII.-Section l. Whenever this
corporation shall be dissolved or Inundated,
Its affairs shall be liquidated by three (3)
stockholders, elected by the stockholders at
a meeting called for that purpose.
Section 2. This corporation NAV be Ii
quidated at any time on a vote of two thirds
OF the outstanding stock voting to that ef.
tect In the event of the death of any IL
quidator, the surviving hquidators shall have
the right to elect another but pend;no such
election the surviving liquidators shalt have
tiers. ~ ~
ARTICLE VIH.-This act of incorpora.;on
may be modified altered or amended in the
manner provided by law at any meeting of
stockholders, whether the same be reeu.
lar meeting or a special meeting after n1e.
vious notice shall have been sent as herein
above provided (unless the same shall have
been waived, to the last known address Of
eaeh stockholder at least fifteen days prior
70 the meeting and after publications at
least once week for two weeks in a daily
newspaper in New Orleans, Louisiana. Any
increase or decrease of the capital stock OF
tnis corporation, except as herein otherwise
provided, shall be made in accordance with
the law governing such matters.
ARTICLE IX.-No stakeholder shall be Ii.
able or responsible for the acts, omissions
or contracts of the corporation or of its Of
iicers IN any sum other than the unpaid
paianee due on the shares of stock owned
py hm, nor shall any mere informality in
organization have the effect of RENDERING
TINS charter void or of exposing any stock.
nolder to any liability in excess of the
amount due on his stock; and in order that
tnis charter may serve as the original sub
scripton list, the subscribers hereto have
indicated opposite their respective Signatures
the number of shares of stock subscribed for
by each of them -O'
Thus done and passed in my office in the
City OF New Orleans, La, in the presence
OF James OShaughnessy and w. B. Moore,
competent witnesses, residing in this city,
said appearers and me, Notary, after due
reading Of the whole
Original Signed Charles NJ. Johnston.
Duquesne Club, Petersburg Pa, $4,000 shares:
John A. Nally, 635 Guardian Bldg, Cleveland
Ohio, 5000 shares; Arthur d. Ranstead. No
z North Michigan Ave, Chicago. Illinois
3,UO shares. Witnesses: las. O'Shauob
messy. w. B. Moore. HENRY L. SARPY.
Notary Public -
l, the undersigned Recorder of Mortgages
TOR the Parish of Orleans, State OF Ior;s-
iana, do hereby certify that the above and
foregoing Act of Incorporation of Northern
States Citrus and Realty Company. Inc, was