The herald. [volume] (New Orleans, La.) 1905-1953, 1918-09-19
CHARTER

! UUTCUdsC
minority stockholders or by any individual
holder thereof, at the price of One Hundred
| Dollars tSlOOOO) per share, 10 which shall
be added the pro rata share Of the said stock
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 10
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
of shares issued and outstanding, into the
balance to the credit Of said account or &c
counts. The sum 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 LIST, of each year, and as possible
after the expiration Of said date.
No sale 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, Tor the 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
ceive in trust the price hereof; to cancel
such outstanding certificates on the books OF
the corporation, and issue new certificates
therefor. The stock so purchased shall be
divided among the remaining stockholders
as 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
stockholders 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 on the face of
each certificate of stock and shall be con-
| elusive notice to all persons dealing there
with.
Article is amended to read as follows:
| ARTICLE Gall the corporate powers vest
| ed by law this charter in corporations
shall be exercised by the Board Of Direc-
| tors of this corporation. including the right g.
| manage, control and direct the affairs of the
corporation, the corporate policy, and to sell
the corporation merge the same into another
| corporation, and to take in payment of any
such sale or merger. cash, bonds, notes or
| stock of the purchasing or merging corpora
| ton, or of a new corporation, created for the
1
| either or any of said acts 10 the stockholders.
| The Board of Directors of the corporation
| shall be 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, election
shall be held by the stockholders for a Board
OF Directors. Such election shall be preced
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 one 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 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 at such meeting, but any matter or
| 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 a 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 thar
three members of the Board, which Committee
shall be empowered to exercise all the func
tions of the 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 7 shall be amended to read a.
follows:
ARTICLE THE funds of this corporation
shall be deposited from time to time in
bank or banks to be selected by the Boar
. of Directors. All checks, notes or instru
ments drawn or executed or issued in tn
! said corporations name shall be countersign
l ed by at least two officers of the corpora
ton. No official shall thus sign endors
the name OF the corporation save strictly II
is concern
The power and right to declare dividend
r is vested exclusively in the Board of Di
rectors who are specially authorized TO re
tain the profits and earnings for the use o
the corporation in whole or in part, unit
such time as in the judgment of the SAT-
Board may be necessary by reason of tn
financial needs and requirements of the cor
poration, or the emergency of the times.
Such profits and earnings withheld b!
the corporation shall be considered part o
the corporate funds until the necessity ant
use of the same shall have been Terminated
by the action of the Board declaring divi
) dends therefrom.
, ARTICLE shall be amended to read a
follows;
: ARTICLE 9.-This charter may be amend
ed, altered or modified, or the capital stocl
! increased or decreased, at a meeting Of tn
stockholders duly called for that purpose
and in such manner as may be permitted B.
: the laws Of Louisiana now or hereafter en-
5 acted.
This corporation may be dissolved in tn
manner provided by any law Of Louisian
E now or hereafter enacted.
Upon the termination Of the charter o
< upon the dissolution of the corporation, it
: affairs shall be liquidated in the name
1 provided by law of Louisiana now here
z after enacted
That there shall be a new article adde
: TO the original charter, which article sha
: be known as article II, and which shall rea
: as follows:
: ARTICLE i2-wherever notice is require