The herald. [volume] (New Orleans, La.) 1905-1953, 1918-05-23
CHARTERS

Iii shares of stock shall be fully paid
and nOu-aSSeSSabIr No transfer of stock
shall be binding upon the corporation uh-
less made upon its hooks. All certificates
of stock shall he signed by tn" President
or First Vice Prcsi dcnt aud the Secretary
and sealed with the corporate seal
All transfers must be made upon inc
hooks of the corporation 10y surrender OF
the original certificate properly endorsed
for cancellation by the stakeholder in
| vhose favor the said stock is ISSUED, or
by his or her duly authorized agent, ana
mon receipt of said certificate. the S'r-
rotary shall be authorized TO cancel III"
same and issue Il new certificate III h'H
mi, CORPORATION shall have the right TO
increase its capital stock from tim" l."
time the limit of such Increase 10 ht the
sum of six hundred thousand tSGOOuphuul
dollars To Ice also divided into shares oI
the par value of on" hundred tSlVu"ut dol-
lars each; aud provided said iuCrra~" in
the capital stock or any part iHrrr"t Hi3II
in each ease have been authorized by the
vote of twO-thirdS OF all its stock. at "a
meeting duly called and held in accord
ance with the provisions of Article VI OF
this charter.
Article N.-Thc corporate powers of this
corporation shall bc vested III ana "N"r.
ciScd by a Board of Directors composed
of not less than tiv" co. nor more thaIl
seven "a stockholders. In tn" event OF
there being five Directors. three CD of
them shall constitute quorum. In the
event Of more than five Directors four ca
shall constitute quorum. The Directors
shall be elected annually by ballot by the
stockholders on the third Tuesday in May
of each year. the first election to b" held
on that date in 1915. and the following
, shall compose three of the first Board OF
Directors to he elected, tO-wit:
X. II. McWilliamS. cor. Eodl"y and Main
, streets. Memphis, Tenn; \. W. Fisher. Jr,
! cor. Bodlcy and Main streets, Memphis,
Tenn: Il. II. Burchell ISIS Soniat street
New Orleans Louisiana.
All elections shall be by ballot and no.
ticr of each election shall be given a>
9 provided in Article VI of this charter
Each stakeholder shall be entitled to one
vote for each Shar" of stock standing in
: his name on the books of this corporation
= the vot" to be cast either IN person or b!
, proxy, and ii shall require a majority OF
l the stock present or represented TO elect
Stockholders shall have the right of Gu
imuatiyo voting in the election of Dircc'
: tors. The Directors thus elected shall
: continue in Office for one year and unit
( their successors are elected and qualified
, \ failure to elect Il Board of Directors a,
: above provided shall not work fOrfcitur,
! of this charter. but in case of such fail
2 urc, an election shall b" held as soon q!
practicable, after notice as provided IL
Article VI of this charter.
| ANY vacancies occurring on the BOarC
of Directors either from resignation. in
- ability to serve, or any other cause. shall
be filled by the Board of Directors ut il
next regular meeting after such vacancy
. shall have occurred.
Said Board of Directors shall at its frs
70 meeting as "A complete Board elect iron
their number a President, First Vice
| President and Second Vice President
J and il shall also elect Il Treasurer and
9 Secretary who may or may not be mem
!. bers of the BOARD, at the option of III
T Directors. The Offices of Secretary an'
y Treasurer and Vice President may he com
: bined in one person.
+ ANY of the Directors shall have the RICH
! to appoint. by written instrument. anoth
er stakeholder to act as his proxy and il
e his stead at any and all meetings of tn
e Board of Directors.
{. The said Board. or such officer as
# may designate shall have the power {
: fix and define the duties of every office
= and employee: and all officers and employ
Y ccs shall hold office and employment a
y the pleasure of said Board.
% General meetings of the stakeholder
IS shall be held whenever ordered by tn
y Board Of Directors or the holders of one
h fourth of the outstanding stock; and nc
ic tice of the same shall be given as provide
ID in Auicle VI of this charter.
l. Article VINO stakeholder shall eve
be held liable or responsible for the debt
Is nor shall any mere informality in the OF
d, ganiZation have the effect of renderin
~ this charter null, or of exposing an
as shareholder to any liability whatever. b,
III yOnd any unpaid balance due on his stool
D nor shall the stock be subject to assess
" mentS.
be Besides the annual meetings hereinabOv
Id referred to, the stockholders shall hol
TO special or general meetings, whenever I'll
r same shall be called by the President
te the corporation, but no stockholders NEE
X ing shall be held until after at least ii
he teen days written notice of such meetin
at has been given personally. or been depO
g. tied in the post office at New Orlean
a. La. properly addressed, to each Shar
h holder at his last known address, as show
st by the books of the company: provide
5; that such notice and such delay may
es waived ut any meeting at which ever
Mt stakeholder shall be present or represente
Arti Aln Af fnnn in
It's judgment of the Board of Directors.
nd shall he deemed advisable, or for the be
re eft of the corporation, that it be dissOl
ch ed, the Board, within ten days after q
be adoption of a resolution to that effect, |
n a majority of the whole board, mt M
a meeting called for that purpose, of whi'
ry meeting each Director shall have receiv,
re- at least three days notice, shall cause n
y tice of the adoption of such resolution
of be mailed to each stakeholder. togeth
with a notice of a meeting of the stOc
'r- holders to be held at the office of the co
rs, poration, on day named in said mott,
or to take action upon the resolution
ny adopted by the Board of Directors.
in This meeting shall be held at any no
ed fixed by said Board between the hours
ten o'clock in the forenoon and thr
'es o'clock in the afternoon of the day
ed named; and, on the day so appointed, {
ar meeting may, by consent of the ma jOri
?: in interest of the stockholders present,
raj adjourned from time to time, and if.
in any meeting, original or adjourned. tw
IHlTuS Ill Interest OF all tne StOCknOlut
IN of the corporation shall vote that diSs
DIS. luton take place. certified copy of su
es, resolution, signed by the presiding off,
es, and secretary of the meeting. shall be fiji
ks, in the office of the Secretary of State, w
'ay list of the names and residences of
RS. Directors and officers, certified to by
Dirk president and secretary of the corporate,
ThereupOn, the Secretary of State, WI
ate satisfied by due proof that the requi
TO ments aforesaid have been complied wi
zen shall issue a certificate that the foregOi
es documents have been filed and the c,
rks pOratiOn shall then stand dissolved. a
ma the Board shall publish notice of $;
dissolution not less than three times in
lis paper published in the parish of the @
ads pOratiOn's domicile, and the corporate
lis shall proceed to settle up and adjust
on business and affairs:
in Provided that whenever all the StO,
holders of the corporation shall conse
md in writing, to such dissolution. no meet
or notice thereof shall be necessary:
err on filing such consent in the office of
in Secretary of State, he shall forthwith
ore sue his certificate, and thereupOn the m
ter shall be proceeded with as if the d
de- solution had taken place at a meeting ca
sell ed for the purpose
wn Article VIII.-This charter may be m,
r0- ifed changed altered. with the ass,
'ity OF stockholders owning two thirds of
op- entire capital stock, at a general meet
to of the stockholders convened for such p
pose, after notice shall have been gi,
MS as provided in Article VI of this chart
OSe provided that any change proposed
her made reference the Capital ST,