The herald., 1918-02-21
CHARTERS.

among and paid to the holders of the Com.
| spective shares.
No holder of any of the Preferred Stock
| OF TINS corporation shall have the right 10
| sell or otherwise dispose of any of said Pre-
!eTred Stock without first Offering the sans
IN writing to the Board of Directors of this
corporation, through its President which
Board OF Directors shall have ten Qo) day,
| within which to accept or refuse the offer
oui SAID Board OF Directors shall have the
rlsht TO purchase any or all of said stock
SO onered at its par value, plus any accrued
uiVldends and plus any interest which said
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 70 the
gate OF the purchase of any such Preferred
STOCK by this corporation, then and in that
eVent there shall be charged to the interest
SAID purchased stock may have in said Pre-
ierred Stock Surplus Account" such proper
tion OF SAID loss as said Preferred Stock SO
purchased bears to the then issued and out
standing Preferred Stock of the corporation
Should the Board of Directors fail 10 avail
itself OF said privilege within said period of
time, the said stock may be offered and
SOFA 10 any other person or persons subject
:no"eNer' 10 all the conditions contained here
The Common Stock of this corporation shall
be entitled to such dividends as NAV be
declared by the Board of Directors, subject
10 the provisions heretofore set out in this
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 TO
one vote for each share standing in his name
on the books OF the corporation which vote
may be cast either an person or bv proxy
Inc common Stock shall be the now out
standing One Hundred GOO) shares of the
present stoc Of this corporation, which stock
shall hereafter be known and designated as
Common Stock. All certificate or such stock
snail 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 Q0) DAYS within
which to accept or refuse the offer, but said
Board OF Directors shall have the right to
purchase the Common Stock so offered or any
part thereof at its book value irrespective |
OF what price may have been offered by
anyone. Should said Board of Directors fail |
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
OF One Hundred Thousand Dollars (SlOO-
10000 all of which said increased CAPITAL
Stock shall be Preferred Stock.
In the event the Capital Stock of this
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
Doration, which privilege must be exercised
within thirty 900 days, and any shares not
aiken at the expiration Of that time NAV
De disposed Of by the Board of Directors for
ne beneht OF the corporation at not less than
heir par value.
Article V.-All of the corporate powers of
his corporation shall be vested in and exer-
Used by a Board of Directors, composed of
rot less than Five (5) nor more than Seven
y stockholders, majority of whom shall
onstitute a quorum Said Directors shall be
elected annually on the Third Tuesday in
anuary in each year at general meeting I
Directors appointed in this Charter, who shall
lold their Offices until the Third Tuesday /
n January, 1919.
If, at any time, less number than the
naximun be elected by the stockholders, ,
hen the Board of Directors may elect others ,
lot exceeding the maximum number for the I
nexpired term. All elections of Directors .
hall be held by ballot and conducted at i
he othce OF the corporation under the su- !
ervision of two (2) commissioners to be ap- !
ointed by the Board of Directors Notice Of !
UGH meeting and Of all other stockholders !
meetings shall be given in the manner pre- :
cribed by law, and when not so prescribed, !
hen written notice of such meetings shall :
e deposited at least fifteen Q5 days prior :
. the date of such meeting in the post-office /
the City of New Orleans, postage prepaid, =
roperly addressed to each common stock :
older at his last known residence or place
business. 2
At all such elections and at all corporate
leetings every common stakeholder shall be q
ntitled to one vote for each share of Com I
ION Stock standing in his name on the Q
IN he Nv hir,I
4 person or by his written proxy, and a O
lajority of the votes cast shall elect. Any \
acancy or vacancies occurring among the
directors by death, resignation, or other u
Use, shall be filled by election for the I'M r
xpired term by the remaining Directors. i
The failure to elect Directors on the day :
bove specified, shall not dissolve the cor n
oration, nor impair its corporate existence a
flee shall remain in Office until their sue E
,ssors are elected and qualified. o
The Board of Directors shall annually at b
S first meeting after election, elect from h
s own number a President, a First Vice y
resident, a Second Vice-President and a =
bird Vice-President. It shall also elect
ecretary and Treasurer, or one person d
no may be both, either or both of whom Il
ay may not be members of the Board. .
Il of said officers must be the owners and o
,lders of either the Common or Preferred +
ock of this corporation. The Board of Di- n
ctors may also elect not more than two (2) a
lie,
members of the Board or stockholders in n
is corporation. The Board of Directors n
all have power and authority to name and q,
point all such other officers, agents and en- :,
oyees may be deemed necessary for the -,
rposes and business of this corporation. :,
i'd Board shall have power and authority =,
fix the compensation and define the duties a,
every officer and employee, and all officers e.
ID employees shall hold Office and employ
INT at the pleasure of said Board. g.
said Board may make and establish, as 81
I'll as alter and amend, any and all BY ~
VS., rules and regulations necessary and ".
oper in its judgment for the conduct and N
lnagement of the business and affairs of &,
id corporation. -
At all meetings of said Board of Directors, w
Oh Director shall have the right to appoint "
I'm amongst the directors a proxy to act
his place and stead. as
said Board shall have full power and au- IN
ority to borrow money, execute mortgages,
create liens, to tissue bonds, notes and DC
Ter obligations, and to secure the same by IN
rtgage, pledge otherwise, and generally ca
do any and all things reasonable, conven- =,
1t and necessary for the proper carrying IN
of the business and affairs of said cor NJ NJ
-ation. y.
,aid Board may issue full paid shares of .
ok for cash or in payment of labor done ra
d performed for said corporation, or prop
y actually received by said corporation, sh
On complying with the formalites required str
Irticle VI.-Whenever this corporation ,
I'll be dissolved, either by limitation or II,
m any other cause, its affairs shall be ,,r
Undated by two (2) commissioners to be an
'ointed from amongst the holders of the m,
nman Stock at a general meeting of the of
nmsn stockholders convened for such pur- o.,
e; two-thirds in amount of all the QUIT h.,
ndinu Cournon Canita1 Stact az y