The herald., 1918-01-31
SN-naLnl



The capital stock OF this corporation Is
hereby fixed at the sum of Twenty Thousand
CS2OOm0O Dollars, divided and represent
ed by Four Hundred t+OO) shares OF the par
value of Fifty 5000 Dollars each. The
capital stock Of this corporation may be in
creased TO the sum OF Fifty Thousand
(S5lO0OW Dollars.
Article IV.-This corporation shall begin
business February lst, 1918. after the filing
Of this Charter in the Mortgage Once for
recordation. No stakeholder shall ever sell,
donate, pledge, assign or dispose of his stock
in this corporation until he shall have first
offered the same for sale to the President
ard Board of Directors OF this corporation,
by letter addressed and delivered to said
PreSideH and board OF Directors, naming
therein the lowest proposed price OF said
stock not TO exceed the actual book value
thereof at the time of said offer. After
| thirty 600 days from the receipt Of said offer
and the failure of the President and the
Board of Directors or any of them to pur-
chase said stock. the owner thereof shall be
| at liberty to sell such stock for not less
| than the price 50 named by him to any
| other person or persons. The shares OF this
| corporation shall be transferable only on the
| books OF the corporation. and no transfer of
| stock shall be binding have any effect on
| this corporation unless and until made upon
| its books; and a prior lien all shares of
| stock shall be retained by this Company on
| the stock OF any shareholder of any indebt-
| edness, secured unsecured, however evil
| denced or created, due at any time TO the
| company by the holder of said stock and
| all transfers OF stock shall be made subject
| to this condition.
Article V.-The corporate powers of this
| corporation shall be vested in and exercised
by Board OF Directors consisting of five 81
stockholders. The FIRST Board of Directors
shall consist OF George A. Schwegmann
| John w. Schwegmann, Henry Schwegmann
Frank Mayer and Octave T. Martin, all OF
said directors being residents of the City OF
New Orleans, of the full age of majority
with said George A. Schwegmann as Presi
dent; John w. Schwegmann as Vice-Presi
dent, and Frank Mayer as Secretary, who
SnaIl mold their respective ofhces as sucf
| directors and officers until the first day OF
| February, 1919, or until their successors are
elected and qualified; on the LIST day OF
February, 1919. and annually thereafter the
stockholders shall elect from among Their
number a Board of Directors consisting OF
| Five % members. All such elections shall
| be by ballot and conducted under the super
vision OF two commissioners to be appointed
Eby the Board Of Directors for the purpose
| and FOX all elections fifteen 05) days prior
! notice, personally or by mail, must be giver
| to each stakeholder addressed to his last
known address. Each stakeholder shall be
| entitled to cast one % vote for each share
OF stock standing in his name on the books OF
the company, either in person or by written
proxy.
Said Board of Directors within a reasona.
BILE time after their election shall elect from
their number a President. Vice President and
Secretary. Said Board shall remain in Office
until their successors are elected and quail
fed. Any failure to hold an election on the
date herein fixed shall not invalidate this
| this charter, but such election may be held
| at any time thereafter on due notice given
| as hereinbefore provided.
All vacancies occurring in the said Board
| OF Directors between elections shall be filled
| by the remaining Directors for the unexpireC
term OF said Board. And any director may
| appoint by written proxy another person
| friendly to said corporation and a stock
4 hal1 tn act zatA
exercise for the time being all the power o.
such directors.
Three 90 Directors shall constitute a quo
rum for the transaction OF all business anC
the president shall be entitled TO vot,
| in all cases. The said board Of directors
| shall make all bylaws. rules and regulation
for the g1vernmet OF the business and affair
| OF this corporation and alter amend an,
change same at pleasure. They shall hav
full power to buy, sell. mortgage. lease
pawn and pledge any and all property, real
personal and mixed, whenever in their judg
ment they may deem such act necessary an
proper to issue or authorize the issuance o
obligations assume the same; to make al
necessary leases or sub-leaSes. contracts an
agreements: hire. employ and discharge al
| officers, clerks, agents and employees and Z
TX all salaries and cOmpensatiOns. The sal
board shall have the right to delegate an
I. of its powers 10 any officer or officers o
. agents OF the corporation, and generally {
] do all things necessary and proper for III
transaction OF the business and affairs Of tn
corporation, and employees shall be cor
sidered employed by the year, unless so con
I, tracted with in writing.
Article NI.-The officers Of this corporation
will be a President, Nice-President and Sec
rotary. The President shall be vested wit
the powers Of General Manager of the bust
ness Of the corporation
Article VII.-This act OF Incorporation 0
this corporation may be altered amende
or dissolved by a vote Of three-fourths i
> amount of the capital stock issued, at
general meeting of the stockholders convene
for that purpose. Thirty 900 days Dreviou
) notice of such meeting shall have been pub
ished in one If the daily newspapers of tn
City of New Orleans, and copy OF said no
tce mailed by registered letter TO each stock
holder at h; last known residence.
:, I Article VIII.-Whenever this Company ma
be dissolved by expiration of this Charte
: or otherwise two (2l liquidating COMM ssion
, ers shall be elected by the shareholders a