The herald. [volume] (New Orleans, La.) 1905-1953, 1918-01-17
CHARTERS.

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 otherwise dispose OF any of said Pre-
ferred Stock without first offering the same
in writing TO the Board of Directors OF this
corporation, through its President, which |
Board OF Directors shall have ten (lO days
within which to accept or 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 SAD
stock may have in any amount TO the credit /
of the preferred Stock Surplus Account. ;
In the event the business OF the corporation .
shows a loss for the current year up 10 the
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 50
purchased bears to the then issued and out
standing Preferred Stock of the corporation.
Should the Board of Directors tah to avail
itself of said privilege within said period OF
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
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 10
one vote for each share standing IN ms name
on the books of the corporation, which vote
may be cast either in person or by proxy.
The Common Stock shall be the out
standing One Hundred (lOO) shares OF the
present stock of this corporation, which stock
shall hereafter be known and designated as
Common Stock. All certificate 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 UO) days within
which TO accept or refuse the offer, but SAID
Board of Directors shall have the right to
purchase the Common Stock offered or any
part thereof at its book value irrespective
of what price may have been offered by
anyone. Should said Board of Directors tan
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-
tions 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 CSlOO-
OOOOM all of which said increased Capital
Stock shall be Preferred Stock.
In the event the Capital Stock of this
corporation is increased, only the holders and
owners 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 900 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
Article V.-All of the corporate powers of
this corporation shall be vested in and exer-
cised by a Board of Directors, composed OF
not less than Five (5) nor more than Seven
CD stockholders, a majority of whom shall
constitute a quorum. Said Directors shall be
elected annually on 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. a less number than the
maximum be elected by the stockholders.
then the Board of Directors may elect others
not exceeding the maximum number for the
unexpired term. All elections of Directors
shall be held by ballot and conducted at
the Office of the corporation under the SUI
pervision of two (2 commissioners 10 be APP
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 snail
be deposited at least fifteen QS days prior
to the date of such meeting in the post-offce
of the City of New Orleans, postage prepaid,
properly addressed to each common stock
holder at his last known residence or place
of business.
At all such elections and at 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
1 e 70 he nv N
| in person or by his written proxy. and a
| majority of the votes cast shall elect. Any
| vacancy vacancies occurring among the
| Directors by death, resignation, or other
| wise shall be filled by election for the un'
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 al
! its first meeting after election, elect from
President, a Second Vice-President and q
Third Vice-President 1t shall also elect a
| Secretary and a Treasurer, or 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
| be members of the Board stockholders ir
| 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 dutie:
of every officer and employee, and all officer:
and employees shall hold Office and employ
ment at the pleasure of said Board.
| - l. ~ Lick Al
we'll as alter and amend, any and all by
| laws. rules and regulations necessary anC