The herald. [volume] (New Orleans, La.) 1905-1953, 1918-09-05
CHARTER

:
holders after ratification at meeting duly
assembled by majority of them, in shares
of stock as a full payment Of the said divi-
dend. The capital stock may, after a meet
| ing duly assembled. be increased 10 One
| Hundred Thousand Dollars (SlO,OO0OO).
All transfers of shares of the capital stock
| OF this corporation shall be made and enter
| ed on the stock book OF the corporation and
no transfers shall be in any manner binding
on this corporation, unless so entered
| The capital stock Of this corporation is is
| sued and held under the irrevOcable agree
| ment. contract and condition, that the hold.
ers Of the majority OF the stock or here
after issued and outstanding, may at all
| times during the life of this charter acquire
| and purchase the share shares held by the
| minority stockholders or by any individual
holder thereof, at the price of One Hundred
| Dollars $4,000 per share, to which shall
| be added the pro rata share OF the said stock
| in the surplus account and undivided profit
account of the corporation, as shown by the
| last audit which shall be the book value of
the stock and the sole and only evidence to
| be considered
The surplus and undivided profits may be
| kept in one or separate accounts
The pro rata of each share of stock shall
| be estimated by dividing the total number
of shares issued and outstanding, into the
balance to the credit of said account or &C
counts. The sum thus ascertained plus the
| sum of One Hundred Dollars $4,000 afore-
| said. shall be the total value and price of the
| said stock All of which amounts shall be
payable to cash within thirty day. after
| written notices of the exercise of this privi-
| lege.
The stock shall be taken and the books of
| the corporation shall be audited as of Janu-
airy lst, of each year, and as soon as possible
| after the expiration OF said date.
| No sale or transfer of stock shall be recOg
nized by the corporation unless and until. it
| shall have been first offered in writing to
the corporation at the, price aforesaid, in the
preceding paragraph, for the use and bene
| fit of other stockholders who are hereby
granted the absolute first right and privilege
to purchase the same at the price stated. and
to accept such shall be in writing and pay
| therefor within thirty days after such offer
| shall have been made
| The right and the rights conferred in this
| article OF the charter shall follow the stock
| into whatever hands it may go.
Failure of the holder or possessor Of the
certificate of stock TO produce or deliver the
same shall authorize the corporation to re-
ceive in trust the price hereof; to cancel
the corporation. and issue new certificates
| therefor. The stock so purchased shall be
divided among the remaining stockholders
as may be desired by them and in default
of agreement in proportion to their several
holdings, and upon payment of the price
thereof.
! This corporation shall be the agent of the
stockholders specially empowered through its
| Board of Directors to enforce and carry out
all of the foregoing provisions regarding
| stock in this corporation. The substance
| of these provisions of the charter shall be
stated briefly and succicntly on the face of
| each certificate of stock and shall be con-
elusive notice TO all persons dealing there
with.
| Article is amended to read as follows:
| ARTICLE 6.-All the corporate powers vest
ed by law this charter in corporations
| shall be exercised by the Board of Direc-
| tors of this corporation, including the right e.
manage, control and direct the affairs of the
corporation. the corporate policy, and to sell
| the corporation or merge the same into another
| corporation, and to take in payment OF any
| such sale merger. cash, bonds, notes or
| stock of the purchasing or merging corpora
ton, or OF a new corporation, created TOR the
| purpose. without the necessity of referring
either any OF said acts to the stockholders.
I The Board of Directors of the corporation
shall be composed of five stockholders The
| existing Board of Directors shall hold office
until its successors are elected and quail
fled. On the second Monday of January.
| 1919. and annually thereafter, an election
| shall be held by the stockholders for Board
of Directors. Such election shall be preced-
| ed by fifteen days written notice TO the
stockholders, delivered in person or sent by
| mail to the address given in the current city
directory, unless the address of such stock
| holder shall have been registered with the
| Secretary. The election shall be held at
the office of the corporation at such hour
| as may be fixed by the incumbent Board of
Directors and under the supervision of one
| or more commissioners appointed by the same.
AT such election each stakeholder shall be
| entitled to one vote for each share of the
capital stock held by him, and the five per-
sons receiving the highest number of votes
cast at said election shall be declared elect
ed and the Board of Directors thus elected
shall meet and organize as soon after said
| whole Board shall constitute a quorum, and
Directors absent or unable to attend may
authorize Directors present to represent them
by written proxy filed with the Secretary
ap1 NTH all he nh
exercise if present in person.
All routine business matters shall be de-
cided by the majority vote Of the quorum
present at such meeting, but any matter or
thing affecting the general policy, property
or corporate rights of the corporation shall
be adopted only by the vote of the majority
of stock held by the individual members Of
the whole Board of Directors, and proper
minute entries shall be made to show the
same.
At its first meeting after election the
Board of Directors shall elect a president
and one or more vice-presidents, all OF whom
shall be stockholders, and secretary and
treasurer, who need not be stockholders, and
the latter office may be combined by the
Board in one person.
The Board Of Directors may establish by
laws, rules and regulations for the govern
ment of the corporation land may also create
committees for the management OF the sew
eral departments of its business including
an Executive Committee of not less than
three members of the Board, which Committee
shall be empowered to exercise all the func
tions of the Board of Directors during the
recess Of said Board. save those herein re-
served for the full Board.
Vacancies in the Board of Directors shall
be filled by the remaining members thereof
ARTICLE shall be amended to read az
follows:
ARTICLE THE funds of this corporation
shall be deposited from time to time in
bank banks to be selected by the Board
of Directors. All checks, notes or instru
ments drawn or executed or issued in tn,
said corporations name shall be countersgn
ed by at least two officers Of the corpora
tion. No official shall thus sign endorse
the name of the corporation save strictly ii
is concern.
The power and right to declare dividend:
is vested exclusively in the Board of Di
rectors who are specially authorized 10 re
tain the profits and earnings for the use o.
the corporation in whole in part, unit
such time as in the judgment Of the saiC
Board may be necessary by reason Of tn,
financial needs and requirements Of the cor
poration, the emergency of the times.
Such profits and earnings so withheld b,
the corporation shall be considered part o
the corporate funds until the necessity anC
use of the same shall have been terminated