The herald., 1918-02-07
CHARTERS.

among and paid to the holders of the Com.
mon Stock, ratably according to their re-
| spective shares.
| No holder of any of the Preferred Stock
| OF this corporation shall have the right TO
sell or otherwise dispose of any of said Pre-
in writing to the Board of Directors of this
| corporation, through its President, which
| Board OF Directors shall have ten Q0) days
within which to accept refuse the offer,
| but said Board of Directors shall have the
| right to purchase any or all of said stock
| SO offered at its par value, plus any accrued
| dividends and plus any interest which said
| STOCK may have IN any amount to the credit
OF the Preferred Stock Surplus Account"
| In the event the business of the corporation
shows loss for the current year up TO the
date OF the purchase of any such Preferred
Stock by this corporation, then and in that
event there shall be charged to the interest
said purchased stock may have in said "Pre-
| ferred Stock Surplus Account" such proper
| ton OF said loss as said Preferred Stock SO
| purchased bears to the then issued and out.
standing Preferred Stock of the corporation.
Should the Board of Directors fail to avail
| itself OF said privilege within said period of
| time, the said stock may be offered and
sold to any other person or persons, subject
| however, to all the conditions contained here
| in.
The Common Stock of this corporation shall
| be entitled to such dividends as may be
| declared by the Board of Directors, subject
| " PROVISIONS HGIclOlOre set out IN THIS
Article of this Charter, and shall be entitled
| to share in the assets and funds of the
corporation in the manner herein prescribed
All voting rights OF every kind shall be
exclusively vested in the holders of the
| Common Stock, each holder being entitled te
one vote for each share standing in his name
on the books OF the corporation, which vote
may be cast either in person or by proxy
| The Common Stock shall be the now out
| standing One Hundred 600 shares of the
| present stock of this corporation, which stock
shall hereafter be known and designated as
Common Stock. All certificate or such stock
shall be called in and new certificates for
| Common Stock shall be issued therefor
No stakeholder shall have the right to sell
| or otherwise dispose of any Common Stock
| OF this corporation without first offering the
same in writing TO the Board of Directors
| Of this corporation, through its President
which Board shall have ten ClO days within
which TO accept or refuse the offer, but said
Board Of Directors shall have the right TO
purchase the Common Stock so offered or any
| part thereof at its book value irrespective
| OF what price may have been offered by
| anyone. Should said Board of Directors fail
| TO avail itself of said privilege within said
| period OF time, the said Common Stock may
be offered and sold to any other person or
persons, subject, however, TO all the condi-
tons contained herein.
The amount to which the CAPITAL Stock OF
this corporation may be increased, in the
manner provided by law, shall be the sum
of One Hundred Thousand Dollars (slOO,-
increased
Stock shall be Preferred Stock.
In the event the Capital Stock Of this
corporation is increased, only the holders and
.wners of the Common Stock shall have the
privilege of taking additional shares in the
proportion which the shares held by them
bear TO the entire Common Stock of the cor
poration, which privilege must be exercised
within thirty 600 days, and any shares not
taken at the expiration of that time may
be disposed of by the Board of Directors for
the benefit of the corporation at not less than
their par value.
Article V.-All of the corporate powers of
this cooperation shall be vested in and exer-
cised by Board of Directors, composed of
not less than Five (0 nor more than Seven
% stockholders, majority of whom shall
constitute a quorum. Said Directors shall be
elected annually the Third Tuesday in
January in each year at general meeting
of the common stockholders, except the first
Directors appointed in this Charter. who shall
hold their offices until the Third Tuesday
in January, 1919.
IT, at any time, less number than the
maximum be elected by the stockholders,1
then the Board of Directors may elect others
not exceeding the maximum number for the
uneNpired term. All elections of Directors
shall be held by ballot and conducted at
the Office Of the corporation under the SUI
pervision of two ~ commissioners TO be ap-
pointed by the Board of Directors. Notice of
such meeting and Of all other stockholders
meetings shall be given in the manner pre-
scribed by law, and when not so prescribed,
then written notice of such meetings shall
be deposited at least fifteen CS days prior
to the date of such meeting in the post-ofice
of the City of New Orleans, postage prepaid,
properly addressed to each common stock
hplder ar his last known residence or place
OF business
At all such elections and a. all corporate
meetings every common stakeholder shall be
entitled to one vote for each share of Com
mon Stock standing in his name on the
books of the corporation, to be cast by him
in hyy urrItt nd a
majority of the votes cast shall elect. Any
vacancy or vacancies occurring among the
Directors by death, resignation, or other
WISE shall be filled by election for the I'M
expired term by the remaining Directors.
The failure to elect Directors on the day
above specified, shall not dissolve the cor
poration, nor impair its corporate existence
or management, but the Directors then in
Office shall remain in Office until their sue
cessors are elected and qualified.
The Board of Directors shall annually at
its first meeting after election, elect from
its own number President, First Vice
Third Vice-Presdent.-It shall also elect a
Secretary and Treasurer, person
who may be both, either or both Of whom
may or may not be members of the Board
All of said officers must be the owners and
holders of either the Common or Preferred
Stock of this corporation. The Board of Di-
rectors may also elect not more than two ()
Assistant Secretaries, neither of whom need
this corporation. The Board of Directors
shall have power and authority to name and
appoint all such other officers, agents and en-
ployees as may be deemed necessary for the
purposes and business of this corporation.
Said Board shall have power and authority
to fix the compensation and define the duties
Of every officer and employee, and all officers
and employees shall hold Office and employ
ment at the pleasure of said Board.
Said Board may make and establish, as
we'll alter and amend, any and all by
laws, rules and regulations necessary and
proper in its judgment for the conduct and
management of the business and affairs OF
said corporation.
At all meetings of said Board of Directors,
each Director shall have the right to appoint
from amongst the directors a proxy to act
in his place and stead.
Said Board shall have full power and au-
thority to borrow money, execute mortgages,
and create liens, to tissue bonds, notes and
other obligations, and to secure the same by |
mortgage, pledge or otherwise, and generally |
to do any and all things reasonable, conven-
lent and necessary for the proper carrying |
on of the business and affairs of said cor
poration.
Said Board may issue full paid shares of
stock for cash or in payment of labor done |
erty actually received by said corporation, |
upon complying with the formalities required
by law.
Article VI.-Whenever this corporation |
shall be dissolved, either by Limitation or |
from any other cause, its affairs shall be |
liquidated by two (2) commissioners to be |
appointed from amongst the holders of the |
Comman Stock at general meeting of the |
common stockholders convened for such pur-