The herald., 1918-05-23
CHARTER

ter thirty days from the receipt of such
written offer, and the failure of the stock.
holders, or any of them, to purchase the
! said stock upon the proposed terms OF
| sale. or ut least terms no worse than those
proposed, the owner of the stock shall
| then be ut liberty to sell such stock for
not less than the said proposed price and
upon the said proposed terms, or mt least
/ terms not more favorable to the purchaS
er than those submitted to the stOckhOld
erS. This rule shall apply to each spe
ciic sale, or proposed sale, of stock.
Where the stockholders of the corpora.
| ton are accorded the right of purcha sing
| a Shareholders stock, as hereinabOye sci
| forth, such right shall deyOlye upon the
said stockholders, first, in the proportion
of their individual holdings OF stock, and
| then ratably among the remaining stock
holders, should any Particular StOckhOld-
/ er not elect TO exercise his right, and 81
! on, untll the right shall remain in on,
| StOckhOlder. if all other stockholders
should decide not to exercise the right.
The corporation shall make no transfer
| Of stock where the provisions of the fore
going paragraphs have not been fully
complied with. and the corporation shall
| also be entitled to demand, and shall 80
demand, of both the seller and the pur-
chaser of stock in all cases, before max
ing a transfer of such stock upon the
books OF the corporation, an affidavit as
TO the amount truly paid for the stock
and facts showing the entire bona tideS of
the transaction.
The shares of stock of this corporation
shall be transferable only upon the books
OF tine corporation, and no transfer of any
stock shall he binding or have any effect
upon the corporation, unless, and until,
made upon its books: and a prior lien on
all shares of stock shall be retained by
this corporation on the stock of any
shareholder for any Indebtedness, secured
or unsecured, however evidenced or Gre
ated due mt any time 10 the corporation
by the holder of the stock. and no trans
fer of stock shall be made in contravrn-
ton of these conditions.
Article N.-The corporate powers of this
corporation shall he vested in and eXer-
Cised by Board of Directors, consisting
of three stockholders, and two members
of the Board shall constitute a quorum
for the transaction of business.
The first Board of Directors shall be
composed of George Edwin Demack. Ce-
ellie Demack. and William :. Rogers,
whose post Office address is New Orleans,
Louisiana. George Edwin DemaCk shall
be the President of the corporation. &C.
ellie Demack the Vice President, and Will
liam ). Rogers the Secretary and Treas
urer, all of whom shall serve until the
first annual election of officers, as here
matter set forth, or until their successors
are elected and qualified.
The first annual meeting for the election
of officers of the corporation, who shall
be a President, NicePreSident and Secre
combined in one person, shall be held on
the second Thursday in January, 1919, and
on the second Thursday in January of
each year thereafter, unless such day
should be a holiday, or half -hOliday. when
the meeting shall be held on the next sue
ceeding day, not a holiday or half-bOli-
day. All such elections shall be by bal
lot, and held under the supervision of two
cOmmiSSiO to be appointed by the
Board of Directors. For all elections of
Directors by the stockholders. at least tif
teen days shall be given to each stock
holder by written notice served personal
ly on the stakeholder or mailed to him at
his last known place of residence, as
shown by the books of the corporation.
Each stakeholder, of record as such on
the books of the corporation, shall be en-
titled to east one vote for each share of
stock held by him in all cases in which
may vote, and such vote may
be east in person or by proxy in writing,
which shall be filed with the Secretary.
Immediately upon their election. the
Board of Directors shall elect from their
number the officers of the corporation. y
failuTe however. to hold an election OF
any character, called for by this charter,
shall not invalidate this charter or effect
the existence of the corporation, but the
persons in Office shall so remain until an
election is held and successors in Office
qualified. The Board of Directors shall
Assistant Secretary, or Assistant Treasur
pr, or both. who shall be clothed with
such functions as the Board of Directors
may determine. Such Assistant Secretary |
DR. Assistant Treasurer shall not, however, |
De member of the Board of Directors,
and need not be a stakeholder of the cor |
poratiOn.
All vacancies occurring on the Board of !
Directors between elections shall be filled |
ly the remaining Directors for the uneN- |
)ired term of said Board; and any Direc- |
or shall be entitled to appoint by written |
proxy, to be filed with the Secretary, an
,ther Director or stakeholder to act for |
him as Director, when such Director can
lot himself act.
All employees of the corporation shall |
,Old their position subject to the Board
# Directors.
The Board of Directors shall be entitled
o draft bylaws. rules, and regulations
or the corporation and the transfer OF
took. not inconsistent with the provisions
II this charter or any provisions of law.
provided Die stockholders may themselves
mend. modify, or change any bylaws
egulating the stockholders meetings.
Any Director may at any time be re-
moved by vote of the stockholders, and
uch removal shall ipsO factO yacate the
'hice such Director may have held and
erminate any emOlumentS of the office.
pom such removal, the Board of Direc-
ors shall be entitled to fill the vacancy,
nless the stockholders should themselves
lect to do so at the time of making a
emOval
Article VI.Whenever this corporation
hall be dissolved, whether by expiration
# its charter, or otherwise, two liquidat-
ng commissioners shall be elected by the
harehOlders to wind up the affairs of the
corporation. In the event of the death of
ne of these liquidating commissioners. or
# the inability of one to act the other
hall continue in office alone. unless the
tOckhOlderS shall see fit to elect a sue
eSSOr to fill the place of the incapacitat-
d. or deceased, liquidator. The meeting
0 elect such successor shall be called in
he same way provided for the meetings
or the election of Directors of the cor
'OratiOn.
Thus done and passed at rsy office in
he City of New Orleans. State of Louis
ana, on the day, month and year first
bOye written, in the presence of TheO-
ore Roehl and DR.. Joseph Holt. males