The herald., 1918-06-13
CHARTER

ter thirty days from the receipt of such
written offer. and the failure of the stock
holders, or any of them, to purchase the
said stock upon the proposed terms of
/ sale or at least terms no worse than those
proposed, the owner of the stock shall
then be at liberty TO sell such stock for
not less than the said proposed price and
| upon the said proposed terms, or at least
/ terms not more favorable to the purchas-
er than those submitted TO the stOckhOld-
erS. This rule shall apply to each Spe-
/ cine sale, or proposed sale, of stock.
Where the stockholders of the corpora
/ tion are accorded the right of purchasing
a shareholders stock. as hereinaboye set
! forth, such right shall deyOlve upon the
| said stockholders, first. in the proportion
! of their individual holdings of stock, and
| then ratably among the remaining stock
holders, should any Particular stOckhOld-
er not elect TO exercise his right and 50
I on, until the right shall remain IN one
stOckhOlder. If all other stockholders
should decide not TO exercise the right.
The corporation shall make no transfer
! of stock where the provisions OF the fore
going paragraphs have not been fully
complied with, and the corporation shall
also be entitled to demand, and shall so
demand of both the seller and the pur-
chaser of stock in all cases, before max
| ing a transfer of such stock upon the
books of the corporation. an affidavit as
10 the amount truly paid for the stock
and facts showing the entire bona hdes OF
the transaction.
The shares of stock of this corporation
shall be transferable only upon the books
OF the corporation, and no transfer or any
stock shall be binding or have any effect
upon the corporation, unless, and until
made upon its books, and a prior lien on
all shares of stock shall be retained by
this corporation on the stock of any
shareholder for any indebtedness, secured
or unsecured, however evidenced or ere
atrd. due at any time TO the corporation
81 a % .
fer of stock shall be made in contraven-
ton of these conditions.
Article V.-The corporate powers of this
corporation shall be vested in and eNer-
cised by a Board of Directors, consisting
of three stockholders. and two members
of the Board shall constitute a quorum
for the transaction of business.
The first Board of Directors shall be
composed of George Edwin Demack. Ce-
Gle Demack, and William 5. Rogers.
Louisiana. George Edwin Demack shall
be the President of the corporation. Ce-
ellie Demack the Vice President, and Will
liam $. Rogers the Secretary and Treas
urer, all of whom shall serve until the
first annual election of officers, as here
matter set forth. or until their successors
are elected and qualified.
The first annual meeting for the election
of officers of the corporation, who shall
be President, Vice President, and Secre-
tary and treasurer, which last office shall be
combined in one person, shall be held on
the second Thursday in January, 1919, and
on the second Thursday in January OF
each year thereafter, unless such day
should be a holiday, or half-holiday, when
the meeting shall be held on the next sue
ceeding day, not holiday or half-holl-
day. All such elections shall be by bal
lot, and held under the supervision of two
commissioners, to be appointed by the
Board of Directors. For all elections OF
Directors by the stockholders, at least hf-
aN,IN Nh W.a.aL-
holder by written notice served personal
y on the stakeholder or mailed TO him at
his last known place of residence, as
shown by the books OF the corporation.
Each stOckhOlder, of record as such on
the books of the corporation, shall be en-
titled TO cast one vote for each share OF
stock held by him in all cases in which
stockholders may vote, and such vote may
be cast in person or by proxy in writing,
which shall be filed with the Secretary.
Immediately upon their election, the
Board of Directors shall elect from their
number the officers of the corporation. A
failure, however, to hold an election OF
any character, called for by this charter
shall not invalidate this charter or affect
the existence of the corporation, but the
persons in office shall so remain until an
election is held and successors in office
qualified. The Board of Directors shall
have authority at any time to appoint an
Assistant Secretary, or Assistant Treasur-
er. or both, who shall be clothed with
may determine. Such Assistant-Secretary
or Assistant Treasurer shall not, however,
be a member of the Board of Directors,
and need not be a stakeholder of the cor
poration.
All vacancies occurring on the Board of
Directors between elections shall be filled
by the remaining Directors for the uneX-
pired term of said Board; and any Direc-
tor shall be entitled to appoint by written
proxy, to be filed with the Secretary, an
other Director or stakeholder to act for
him as Director, when such Director can
not himself act.
All employees of the corporation shall
hold their position subject to the Board
of Directors.
The Board of Directors shall be entitled
to draft bylaws. rules, and regulations
for the corporation and the transfer of
stock, not inconsistent with the provisions
of this charter or any provisions of law.
provided the stockholders may themselves
amend. modify, or change any bylaws
regulating the stockholders meetings.
Any Director may at any time be re-
moved by a vote of the stockholders, and
such removal shall ipso facto yacate the
office such Director may have held and
terminate any emoluments of the Office.
Upon such removal, the Board of Direc-
tors shall be entitled to fill the vacancy,
unless the stockholders should themselves
elect to do SO at the time of making
removal.
Article VI.-whenever this corporation
shall be dissolved, whether by expiration
of its charter. or otherwise. two liquidat-
ing commissioners shall be elected by the
shareholders to wind up the affairs of the
corporation. In the event of the death of
one of these liquidating commissioners, or
of the inability Of one to act the other
shall continue in office alone, unless the
stockholders shall see fit to elect a sue
cessor to fill the place of the incapacitat-
ed. or deceased, liquidator. The meeting
to elect such successor shall be called in
the same way provided for the meetings
for the election of Directors of the cor
pOration.
Thus done and passed at my Office in
the City of New Orleans. State OF Louis
lana. on the day, month and year first
above written, in the presence of Theo-
dore Roehl and DR.. Joseph Holt, males.
over fourteen years of age. residing in
this Parish, competent persons who here
and me, Notary, after due reading of the
whole.
Original signed).
G. Edwin Demack, 1872 shares. 13S Audi
bon Boulevard. New Orleans: Cecile Hart
Demack, 191 shares, 13S Audubon Boule-
ward, New Orleans, to authorize my wife,
G. Edwin Demack; W. s. Rogers, Is
shares, 507 Cherokee St, New Orleans; l..
4. Morphy. / share, 800 Liverpool & Lon
don & Globe Bldg, New Orleans, La.
Witnesses: Theodore Roehl, DR.. Joseph
Holt.
W. MORGAN GURLEY, Not. Pub.
/. the undersigned Recorder of Mort
cages, in and for the Parish of Orleans.
State of Louisiana, do hereby certify that
the above and foregoing Act of 1ncOrpOra-
ton of the Demack Motors Company, Inc.
was this day duly recorded in my office in
book No. 1222, folio No. -.