The herald., 1918-11-21
CHARTERS

AkllNlzf Nl-NcNtiOn / All Npl lOId !
powers Of this corporation shall be vested II
and exercised by a Board of Directors com
posed of not more than fifteen U5), nor less
than three 80. stockholders. A majority
Of the directors, without regard TO the class
from which they may have been chosen
shall constitute a quorum for the transaction
OF business. Said directors may vote II
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 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
first Board OF Directors shall be composed Of
three directors as follows: John A. Nally
A. ID. Rarstead and Chas. NJ. Johnston, with
Chas. VI. Johnston as President. John 4
Nally and 4. d.. Ranstead as Vice Presidents
4. ID. RanSiead as Secretary and John a
shall hold their office until the first Monday
Of February, 1920. OF until their successors
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 regulations
as the Board OF Directors may from time e
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 I oeach stakeholder al
tice sent in writing 10 each stakeholder at
books of the corporation. fifteen days prioi
10 the date of the meeting. Failure 10 des.
ignate an address shall permit notice to be
sent 10 such place as may by the Board o
Directors be determined and to be sent 1
General Delivery and shall constitute fu
md complete notice. Each stakeholder at III
annual or any other regular or special NEE
ng shall be entitled to one vote for ca
hare of stock owned and the vote of an
stockholder at any meetings may be c.:
by written proxy, provided that if the stoo
shall hereafter be classified, the stockho
es within its given class shall be ~restriC
ed to voting for the number of Directors al
n the manner permitted to stockholders
hat class by the bylaws.
Section 3. Should a vacancy occur in {.
3Oard OF Directors, same shall be filled |
ne remaining Directors by the election /
he unexpired term of a stakeholder havii
ne qualifications provided by the bylaw
Failure to elect directors on the date spe
ed shall not dissolve the corporation b
he directors shall remain in office un
heir successors are elected and qualified
Section T. The Board Of Directors at thei
rst meeting following the annual elec.ic
shall elect from their number a President,
two vice presidents, a secretary and treas
urer. The Board shall have the power to
unite two or more offices and the same 10
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 s The Board of Directors is here.
by gwen 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
hereby vested with power and authority to
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
five at any time. Such Committee NAV
consist OF part officers and part directors. or
OF AZ officers or of all directors, the person.
mel OF said committee being entirely in the
discretion of the Board of Directors. The
board OF Directors are hereby specifically
gwen the power to delegate when they are
not IN session from time to time to the Exc.
eutive Committee any and all powers which
IL possesses or might exercise, and 70 re-
woke the same from time to time at it's
pleasure. Wherever in this charter il is
provided that any act or power is vested in
the Board of Directors, such act or Dove
may be vested by the Board of III.
rectors IN this Executive Committee
such Executive Committee shall have the
power to act as fully and completely and
SohS dutihOIlty as the Board nf
Directors themselves might act to the eS.
tent to which said committee is vested with
Snch power by resolution of the Board of
Directors. u VI
Section 2. All notices provided for
whetner to stockholders or directors meet.
lngs may be waived by the written or tele-
graphic consent of the stockholder or di.
rector. y"
ARTICLE VII.-Section l. Whenever this
corporation shall be dissolved or iiouidated,
It's affairs shall be liQuidated by three raj
sIockholders, elected by the stockholders al
a meeting called for that purpose.
Sectfon Z This corporation may be H.
quioateo az any time on a vote of two-thirds
OF the outstanding stock voting to that ef.
rect; In the event of the death of any Ii
the surviving liQuidators shall have
tne risnt to elect another, but pending such
eIeetion the surviving liquidators shall have
fuii right and authority to act in ali mat.
tiers.
ARTICLE NII.-This act of ineornor,,;or
may be modified, altered or amended in tbe
manner provided by law at any meeting ~
stockholders, whether the same be a resu-
lar meeting or a special meeting after nre.
V,ous nouee snail have been sent as herein
ABOVE provided (unless the same shall have
oeen waived, to the last known address ~
eaeh stakeholder at least fifteen days prior
70 the meeting and after publication a
Ieast once a week for two weeks in a daily
SPaPSA IN view orleans, Louisiana. ANY
increase or decrease of the capital stock OF
this corporation, except as herein otbe-wi
provided, shall be made in accordance viii
sac law governing such matters.
ARTICLE IX.-No stakeholder shall he II.
aole or responsible for the acts. omissions
contracts of the corporation or of its Of
iicers in any sum other than m. ,,n,s;
pdiahee due on the shares Of stock owneJ
oy MIN, nor shall any mere informaI;tv in
orsanization have the effect of render;r
ms charter void or of exposing any stocL
noIoer 10 any liability in excess of n.
amount due on his stock; and in order that
eharter may serve as the original Ssh
scrlpuon list, the subscribers hereto have
opposite their respective signature
tne number OF shares of stock subscribed 70,
by each of them.
linus done and passed in my office in the
Irty OF New Orleans, La, in the presence
lanes oShaughnessy and W.. B. Moore
eJnpetent witnesses, residing in this citv.
lave hereunto signed their names with
said appearers and me, Notary. afte, d,,e
OF the whole. W"
Voriglnal Signed Charles NJ. Johnston
Duquesne Club, Petersburg, Pa. AyOD sb,res.
John A. Nally, 63s Guardian Bldg' C.vasar5
ohio, 5000 shares; Arthur d. RansteaS No
!, North Michigan Ave-, Chicago, Illinois
'',oo snares;. Witnesses: Jas. O,Sha,ob
WI Moore. HENRY L. SARPY
= me undersigned Recorder of MORTGAGES
lor the Parish Of Orleans, State of Iou;s.
ana, 90 hereby certify that the above and
Act of Incorporation of No,,h.rr
Apes o'trus and Realty Company, Inca was