The herald., 1918-10-03
CHARTERS

of his stock, same must be offered for lC
days to the other stockholders at its book
value as shown by the books OF the company
In case some of the shareholders unwIll-
ing to purchase at this price, the remaining
shareholder or holders shall have the right
and purchase their proportion.
ARTICLE N.-All powers Of this corpora
ton shall be vested in and exercised by a
board of not more than five, and not less
than three directors, each OF whom shall
held in his own name on the books Of he
company at least one unpledged share OF
stock The board shall elect from their
! number a president, a vice president, a sec
| rotary, and a treasurer, and such officers
as they may think proper or convenient tor
the carrying OF the companys business,
and shall have power 10 unite two or more
offices, and the same to confer upon one
person, or to dispense with any office in
its discretion, and TO fix the salaries of all
officers, agents and employees. The board
| of directors shall be elected annually on the
| second Monday of October of each year, the
first election to be held in the year 1919.
All such elections shall be by ballot at the
office of the corporation. Notice Of annual
meetings, as well special meetings OF
| stockholders, shall be given by written notice,
mailed fifteen days in advance of the date
of such meeting TO each stakeholder appear
| ing as such the books of the company at
his last designated address, or at the Gen
| eral Delivery at New Orleans, Louisiana, If
he has not designated address Each
| shareholder shall be entitled to one vote
for each share of stock standing in his name
| on the books of the company, said vote to
be cast in person or by proxy, and a ma
| jority of the votes cast shall elect The
board of directors shall have power to fill
| all vacancies which may occur, in any
| manner arise be created by the board OF
| directors, even though no quorum remain at
the time such vacancy or vacancies are 10
be filled. Failure to elect directors on the
4 ,1., cd han he
| corporation, but the directors then in office
| shall remain in office until their successors
are elected. The board of directors shall
have power TO make and establish, as well as
alter and amend all bylaws, rules and regu-
lations necessary and proper for the sup
port and management of the affairs and busl-
ness of the corporation and not inconsistent
| with its charter. The board shall have
power, without referring TO the stockholders,
| to borrow money execute mortgages, issue
| NOES, pledges, bonds or other obligations in
such amounts and on such terms in their
judgment may be advantageous, and gener-
| ally to do all things reasonably necessary
for the proper carrying on OF the business OF
the corporation, and they specially au-
| thorzed to deliver full paid shares OF stock
| and bonds, other obligations, to the COM
pany in payment Of property acquired by
] said corporation at such fair valuation in
their judgment may be proper. A majority
| Of the directors shall constitute a quorum
| for the transaction of business. The board
| o.. directors shall have the power by a vote
! Of not less than twO-thirds of all directors
| to sell all any part of the property
| movable and immOveable belonging to the
corporation, or to receive in exchange there
| for money stocks or bonds or other obi
| cations of another individual, firm or cor
| pOration OF any character without referring
| to the shareholders for power to do SO At
| any meeting of the board Of directors, any
director absent from the meeting may be
| represented by any other director, who may
81, lala lgwaa NwA
ing to general special written instructions
| of said absent director Until the annual
meeting of 1919 the board of directors shall
consist Of Oscar p. Geren, post office ad-
| dress, $50 Common St, New Orleans, Louis
lana; Edward NJ. Harnett, post office ad-
dress, $50 Common St, New Orleans. Louis
lana, and Dora q. Powell, post office ad-
dress, $50 Common St, New Orleans, Louis
be president; Edward NJ. Harnett vice-presi-
dent. and Dora G.. Powell, secretary treas
| urer.
ARTICLE NI.-This act of Incorporation
may be changed, modified or amended, or
| this corporation may be dissolved in the man
ner provided by law, by a vote of two-thirds
| of the entire outstanding capital stock pres
| ent or represented at general meeting of the
| stockholders convened for such purpose,
after previous notice has been given in the
| manner above provided TO be given of the
| annual meeting of the corporation. The
| capital stock of the corporation may be in
creased or decreased by proceeding in ac-
| cOrdance With the laws of the state of Louis
! lana.
| ARTICLE VII.-If this corporation shall
be dissolved either by limitation, for
| any other cause, its affairs shall be liqui-
dated by three commissioners, to be appoint
ed at a meeting of stockholders, convened
for the purpose of liquidation, and to be
| elected by a vote of all the stockholders.
Said liGuidators shall remain in office until
the affairs of said corporation shall have
been fully settled and liquidated. and they
| shall have full power and authority to trans
| fer and give title to all property and assets
of the corporation, and to distribute the
proceeds In of death, disability, or
resignation, of one or more liquidators, the
vacancy shall be filled by the survivor or
| survivors.
ARTICLE VIII.-No stakeholder shall
| ever be held liable or responsible for the
| contracts faults of said corporation in any
further sum than the unpaid balance due on
| the shares of stock owned by him, nor
| shall any mere informality in organization
have the effect of rendering. this charter null
| or of exposing any stakeholder to any liza
bility beyond the amount due his stock.
| And in order that this charter may serve
| as the original subscription list, the sub
scribers hereto have indicated opposite their
| respective signatures the subscription of
| shares of stock subscribed by each of them.
| Thus done and passed at my office, in the
City of New Orleans, on the day, month and
year above written, in the presence of Vera
|
have hereunto subscribed their names, to-
gether with me. Notary, and said appearers.
| after due reading of the whole.
| (Signed) Vera II. Thaller, Frank Starks.
| (Signed) WATTS X LEVERICH, Notary
| Public.
| /, the undersigned recorder of mortgages,
in and for the Parish of Orleans, State of
Louisiana, do hereby certify that the above
and foregoing act OF Incorporation of Put
nam x Norman, Inc, was this day duly
| recorded in my office in book 1222 folio
4Sl. New Orleans, La, September 2lst,
1918
a true copy.
WATTS X LEvERICH, Notary Public
| Sept. 26-Oct. 3-l0-l7-24-sI.
CHARTER OF THE AUDUBON REALTY