The herald. [volume] (New Orleans, La.) 1905-1953, 1918-12-12
CHARTERS

, pOratiOn. All certificates Of stock issue
by this company shall be signed by tn
President Of by a Vice President Of the com
pany, and countersigned by the Secretary o
| Treasurer OF the Company. The stock 0
this corporation can be transferred only o.
| the books Of the corporation and subject {
| such rules and regulations as may be b
the Board OF Directors from time to tim
| prescribed.
| ARTICLE NI.-Section /. All corporal
powers of this corporation shall be vested il
| and exercised ,by a Board OF Directors com
| posed OF not more than fifteen Q5), nor les
than three CD, stockholders. A majorit,
| OF the directors, without regard to the elias
from which they may have been chosen
shall constitute quorum for the transaction
OF business. Said directors may vote il
| person or by proxy, written or telegraphed
at any and all meetings of directors, regu
lar or special, but no director where acting a
presiding officer or otherwise shall be en-
| titled on any question to more than on,
vote. The Board OF Directors shall be elect
ed annually on the first Monday of Februar,
| OF each year after date hereof, and the frs
election shall be held in February, 1920. tn,
first Board OF Directors shall be composed O.
| three directors as follows: John A Nally
A ID. Ranstesd and Chas. NJ. Johnston, with
Shas. 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 feOruary, l91O. or until their success sors
are elected and qualified.
Section ?. 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 regulation
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.
nee sent in writing to each stakeholder at
ms last known address as il appears on the
books OF the corporation. fifteen DAYS prior
70 the date OF the meeting. Failure TO des-
ignate an address shall permit notice "a he
sent to such place as may by the Board Of
directors be determined and to be sent to
General Delivery and shall constitute full
and complete notice. Each stakeholder at the
annual or any other regular or special meet
ing snail be entitled 10 one vote for each
share Of stock owned and the vote of any
stockholder at any meetings NAV be cast
oy written proxy, provided that if the stock
snail hereafter be classified, the stockhold-
ca 70 voting for the number of Directors and
IN the manner permitted 10 stockholders OF
that class by the bylaws
Section 3. Should vacancy occur in the
Board OF Directors, same shall be filled NV
the remaining Directors by the election for
me uneXPired term Of a stakeholder having
the qualifications provided by the by-i,ws
Failure to elect directors on the date sneci.
ned shall not dissolve the corporation but
the directors shall remain in office until
their successors are elected and qualified.
Section T. The Board of Directors at their
iirst meeting following the annual election
snail elect from their number President.
TWO wee, pre- sidents, secretary and treas
urer The Board shall have the power 70
unite two or more offices and the same 10
confer upon one person. The Board of Di-
.eeiors may elect, not necessarily from
their number. such other officers and agent,
as to them seems advisable.
Section S. The Board of Directors Is here.
oy gwen all power to carry on the business
ana affairs OF the corporation, and to make
all rules and regulations not inconsistent with
the terms of this charter.
Section g. The Board of Director. are
hereby vested with power and authority 10
create from among their number an Execu.
i've Committee of not less than three and not
more than five in their discretion and TO
mango the members of said Committee
rom time to time provided the Committee
,hall not be less than three nor more tban
ave at any time. Such Committee NAV
consist OF part officers and part directors. or
u all officers or Of all directors, the person
,si Q, said committee being entirely in the
discretion of the Board of Directors. The
Soard OF Directors are hereby specifically
'iven the power to delegate when thew are
lot IN session from time to time to the Eye
utlve Committee any and all powers which
: possesses or might exercise, and to re-
'9ke the same from time to time at its |
pleasure, Wherever in this charter il is |
rovided that any act or power is vested in
ne Board of Directors, such act or power
nay De vested by the Board of Di. |
such Executive Committee shall have the
over to act as fully and completely and !
YIN the same authority as the Board Of
directors themselves might act to the ex.
emf TO which said committee is vested with |
directors iu Vi
Section T. All notices provided for
ngs may be waived by the written or tele-
ector.
ARTICLE VII.-Section /. Whenever this
orporation shah be dissolved or liauidated. |
$ aifairs shall be liquidated by three (O |
Lockhoiders, elected by the stockholders at
Smeetlns called for that purpose.
Section This corporation NAV be II.
Undated at any time on a vote of two-thirds
tne Outstanding stock voting to that eff.
81; IN the event of the death of any H.
idator, the surviving liqudators shall have
e .sht 10 elect another, but pending such
eetion the surviving liquidators shall have
Ill right and authority to act in ali mat.
ARTICLE VII.-This act of ;ncor,o,,,;on
ay be modified, altered or amended in the
amer provided by law at any meeting of
ockholders, whether the same be a reeu-
z meeting or special meeting after ore.
Gus notice shall have been sent as herein
'oVe provided (uness the same shall have
zen waived, to the last known address M
zen stakeholder at least fifteen DAYS prior
the meeting and after qualifications at
ast once week for two weeks in daily
'wspaper in New Orleans, Louisiana. Any
crease or decrease of the capital stock Of
Us corporation, except as herein otherwise
oVioeo' snail be made in accordance with !
e law governing such matters. ;
ARTICLE IX.-No stakeholder shall be Ii.
lie or responsible for the acts, omissions.
contracts OF the corporation or of its of. | J
GERS IN any sum other than the unpaid {
nance due on the shares of stock owned I
him, nor shall any mere inforualitv in a
ganization have the effect Of rendering t
IS cnarter void or of exposing any stock
lder TO any liability in excess of the
Mount due on his stock; and in order that .
= cnarter may serve as the original sub
1ption list, the subscribers hereto have
dicated opposite their respective Signatures !
number OF shares of stock subscribed for $
each of them. ~ ''' c
| hus done and passed in my office in the {
~ OF New Orleans, La, in the presence s
James OShaughnessy and W. r. Moore.
npetent witnesses, residing in this citv. =
70 nave hereunto signed their names with =
y appearsrs and me, Notary, after due q
Original Signed Charles NJ. Johnston. y
iquesne Club, Petersburg. Pa, 1900 shares: N
IN A. Naiiy' o'' Guardian Bldg, Cleveland, fc