The herald. [volume] (New Orleans, La.) 1905-1953, 1918-09-12
CHARTER

in the surplus account and undivided profit
account OF the corporation, as shown by the
last audit which shall be the book value Of
the stock and the sole and only evidence to
be considered.
The surplus and undivided profits may be
kept IN one or separate accounts.
The pro rata OF each share OF stock shall
be estimated by dividing the total number
balance to the credit Of said account or ac-
counts. The SHm thus aSCertained plus the
sum OF One Hundred Dollars $4,000 afore-
said. shall be the total value and price of the
said stock. All Of which amounts shall be
payable to cash within thirty days after
written notices Of the exercise of this privi-
lege.
The stock shall be taken and the books Of
the corporation shall be audited as Of Janu-
airy lst, Of each year. and as soon as possible
after the expiration OF said date.
No sale or transfer Of stock shall be recog-
nized by the corporation unless and until. it
shall have been first offered in writing to
the corporation at the price aforesaid in the
preceding paragraph, for the use and bene-
fit of other stockholders who are hereby
granted the absolute first right and privilege
to purchase the same at the price stated, and
to accept such shall be in writing and pay
therefor within thirty days after such offer
shall have been made.
The right and the rights conferred in this
article of the charter shall follow the stock
into whatever hands it may go.
Failure of the holder or posSessor OF the
certificate Of stock to produce or deliver the
same shall authorize the corporation to re-
ceiye in trust the price hereof: to cancel
such outstanding certificates the books OF
the corporation, and issue new certificates
therefor. The stock 50 purchased shall be
divided among the remaining stockholders
may be desired by them and in default
Of agreement in proportion to their several
holdings, and upon payment of the price
thereof
This corporation shall be the agent of the
TtockholdeTs specially empowered through its
Board Of Directors to enforce and carry out
all OF the foregoing provisions regarding
stock in this corporation. The substance
OF these provisions of the charter shall be
stated briefly and succicntly the face of
each certificate of stock and shall be con-
elusive notice TO all persons dealing there
with
Article 6 is amended to read as follows:
ARTICLE 6.-All the corporate powers vest
ed by. law or this charter in corporations
shall be exercised by the Board of Direc-
tors Of this corporation, including the right q.
manage, control and direct the affairs of the
corporation. the corporate policy, and to sell
the corporation or merge the same into another
corporation, and to take in payment OF any
such sale merger. cash, bonds. notes or
stock Of the purchasing or merging corpora
ton, or of a new corporation, created for the
purpose, without the necessity of referring
either or any Of said acts to the stockholders.
The Board of Directors of the corporation
shall he composed Of five stockholders. The
existing Board of Directors shall hold office
until its successors are elected and quail
fled. On the second Monday of January
1919. and annually thereafter, an election
shall be held by the stockholders for a Board
of Directors. Such election shall be preced-
ed by fifteen days written notice to the
stockholders, delivered in person or sent by
mail to the address given in the current city
directory unless the address of such stock
holder shall have been registered with the
Secretary. The election shall be held at
the office Of the corporation at such hour
as may be fixed by the incumbent Board OF
Directors and under the supervision of one
or more commissioners appointed by the same.
At such election each stakeholder shall be
entitled to vote for each share of the
capital stock held by him, and the five per-
sons receiving the highest number of votes
cast at said election shall be declared elect
ed, and the Board of Directors thus elected
shall meet and organize as soon after said
election as possible. A majority OF the
whole Board shall constitute a quorum, and
Directors absent or unable to attend may
authorize Directors present to represent them
by written proxy filed with the Secretary
and with all the powers such absentees could
exercise if present in person.
All routine business matters shall be de-
cided by the majority vote Of the quorum
present al such meeting, but any matter
thing affecting the general policy, property
or corporate rights of the corporation shall
be adopted only by the vote of the majority
of stock held by the individual members Of
the whole Board of Directors, and proper
minute entries shall be made to show the
same.
At its first meeting after election the
Board Of Directors shall elect president,
and one or more vice presidents, all of whom
shall be stockholders, and a secretary and
treasurer. who need not be stockholders, and
the latter office may be combined by the
Board in one person.
The Board of Directors may establish by
laws. rules and regulations for the govern
ment of the corporation and may also create
committees for the management of the sew
eral departments of its business including
an Executive Committee of not less than
three members of the Board. which Committee
shall be empowered to exercise all the func-
tions of tine Board of Directors during the
recess of said Board. save those herein re-
served for the full Board.
Vacancies in the Board of Directors shall
be filled by the remaining members thereof.
ARTICLE shall be amended to read as
follows:
ARTICLE THE funds of this corporation
shall be deposited from time to time in a
bank or banks to be selected by the Board
of Directors. All checks, notes instru-
ments drawn or executed or issued in the
ed by at least two officers of the corpora
tion.N No official shall thus sign endorse
the name of the corporation save strictly in
is concern.
Inc power and rlght 10 declare dividends
is vested exclusively in the Board of Di-
rectors who are specially authorized to re-
tain the profits and earnings for the use OF
the corporation in whole or in part, until
such time as in the judgment of the said
Board may be necessary by reason of the
financial needs and requirements of the cor
poration, the emergency of the times.
Such profits and earnings so withheld by
the corporation shall be considered part of
the corporate funds until the necessity and
use of the same shall have been terminated
by the action of the Board declaring divi-
dends therefrom.
ARTICLE shall be amended to read as
follows:
ARTICLE o-This charter may be amend
ed, altered or modified, or the capital stock
increased or decreased, at a meeting Of the
stockholders duly called for that purpose,
and in such manner as may be permitted by
the laws of Louisiana now or hereafter en-
acted
This corporation may be dissolved in the
manner provided by any law of louisiana
now or hereafter enacted.
Upon the termination Of the charter or
upon the dissolution of the corporation, its
affairs shall be liquidated in the manner
provided by law of Louisiana now or here
after enacted
That there shall be new article added
to the original charter, which article shall
be known as article II, and which shall read
as foI1ows.