The herald. [volume] (New Orleans, La.) 1905-1953, 1918-03-21
CHARTERS.

purposes herein above enumerated.
Article IV.-The capital stock of this cor
Thousand Dollars Cs2OO,OoOO, divided into
two thousand shares 2,OOo) of the par value
of One Hundred Dollars $4,000, each,
which stock shall be issued for labor done
or money or property actually received, and
shall be paid for. at such time and in such
installments as the Board of Directors may
direct. Said capital stock may be increased
to an amount not exceeding Five Hundred
Thousand Dollars G5OOOOOOO).
This corporation shall be a going concern
Thousand Dollars Cl0O,O0OO has been paid
for stock in cash or property, real or per-
sonal.
The stock of this corporation shall be trans
ferred in writing only and on the books Of
the company No stock, however, shall be
transferred on the books, nor shall any stock
holder have the right to sell his stock until
and unless he has first offered the stock for
sale to the Company at the book value there
OF, and the Company shall have the right for
ten days within which to decide whether it
shall purchase the stock or not. If the com
pany should decide to purchase the stock then
each of the stockholders of the Company at
the time shall have the right to participate in
the purchase to the extent of the proportion
Of his holdings in the Company.
Article V.-The corporate powers of this
corporation shall be vested in and exercised
by a Board of Directors, consisting of three
stockholders. The first Board of Directors
shall consist of Giuseppe Uddo, Gaetano
Iddo and Frank Baresi,, all of said Direc-
tors being residents of the city of New Or
leans, Louisiana, of full age OF majority,
with the Giuseppe Uddo as President
General Manager; Gaetano Uddo as Vice
President; Frank Baresi as Secretary-Treas-
urer who shall hold their respective offices
as directors and officers until the second
Monday in January, 1919, or until their sue
cessors are elected and qualified; on the
second Monday in January, 1919, and annually
thereafter, the stockholders shall elect from
among their number a Board of Directors
consisting of three members. All such cleo
tons shall be by ballot and conducted under
the supervision of two commissioners to be
appointed by the Board of Directors for that
purpose and for all elections fifteen days
prior notice personally or by mail must be
given to each stakeholder, addressed TO his
last known domicile. Each stakeholder shall
be entitled to cast one vote either in person
or by proxy, for each share of stock stand
in his name on the books of the company.
Said Board of Directors within a reasonable
time after their election, shall elect from
their number a President-General Manager
a Vice-President and shall also elect a Sec
retary-Treasurer; the Office of Secretary
Treasurer may be filled by person who need
not be stakeholder and said Board and
officers shall always remain in office until
their successors are elected and qualified
Any failure to hold an election on the date
ter, but such election may be held at any
time thereafter due notice given as here
inbefore provided.
All vacancies occurring in the said Board
Of Directors between elections shall be filled
by the remaining directors for the unexpired
term Of said board. And any director may
appoint by written proxy another person
friendly to said corporation and a stock
holder to act as proxy on said board and
exercise for the time being all the powers
of such directors.
Two (2) Directors shall constitute a quo
rum for the transaction of all business, and
the president shall be entitled to one "a
vote in all cases. The said Board of Di-
rectors shall make all bylaws, rules and
regulations for the government of the bust
ness and ayairs of this company, and alter,
amend and change same at pleasure. They shall
lease, pawn and pledge any and all property
real, personal or mixed, whenever in their
judgment they may deem such act necessary
and proper, to issue or authorize the issu
ance of obligations or assume the same; TO
make all necessary leases or sub-leases, con-
tracts and agreements; hire, employ and dis
charge all officers, clerks, agents and en-
ployees and to fix all salaries and compen-
sation; to open branches and establish agen-
cies, and 10 do all things necessary for con-
duct of the business in places and commu-
mites outside State of Louisiana. The said
board shall have the right 10 delegate any
agents of this corporation, and generally to
do all things necessary for the transaction
of the business and affairs of this corpora
ton and no employees shall be considered
employed by the year unless contracted with
in writing.