The herald. [volume] (New Orleans, La.) 1905-1953, 1918-06-27
CHARTER

Stockholders shall have the right of Gu
mulative voting in the election or D1rec-
tors. The Directors thus elected shall
continue in office for one year and until
their successors are elected and qualified.
A failure to elect a Board of Directors as
above provided shall not work forfeiture
Of this charter, but in case OF such fall-
ure, an election shall be held as soon as
practicable, after notice as provided In
Article VI of this charter.
Any vacancies occurring on the Board
of Directors either from resignation, in
ability to serve, or any other cause shaii,
be filled by the Board of Directors at its
next regular meeting after such vacancy
shall have occurred.
Said Board of Directors shall at its first
meeting as a complete Board elect from
their number a President, First wee
President and a Second Nice-President
and it shall also elect Treasurer ana
Secretary who may or may not be mem
bers of the Board, at the option OF the
Directors. The Offices of Secretary and
Treasurer and Vice president may be COM
bined in one person.
ANY of the Directors shall have the right
to appoint by written instrument, anoth-
er stakeholder to act as his proxy ana IN
his stead mt any and all meetings of the
Board of Directors.
The said Board, or such officer as 1t
may designate shall have the power to
fix and define the duties of every officer
and employee; and all officers and employ
ees shall hold Office and employment at
the pleasure of said Board
General meetings of the stockholders
shall be held whenever ordered by the
Board of Directors or the holders of one
fourth of the outstanding stock; and no.
tice of the same shall be given as provided
in Article VI of this charter.
Article Vino stakeholder shall ever
be held liable or responsible for the debts,
contracts or faults of this corporation
nor shall any mere informality in the or
ganization have the effect of rendering
this charter null, or of exposing any
shareholder to any liability Whatever be
yond any unpaid balance due on his stock,
nor shall the stock be subject to assess
mentS.
Besides the annual meetings hereinabOve
referred to, the stockholders shall hold
special or general meetings, whenever the
| same shall be called by the President of
| the corporation, but no stockholders meet
| ing shall be held until after at least hf-
| teen days written notice of such meeting
has been given personally, or been depos-
| tied in the post office at New Orleans
| La. properly addressed, to each share
holder at his last known address, as shown
| by the books of the company; provided
| that such notice and such delay may bt
waived at any meeting at which every
| stakeholder shall be present or represented
Article VILE, ut any time, in th'
| Judgment of the Board of Directors, Il
| shall be deemed advisable. or for the ben
| eft of the corporation, that II be disSoly
ed, the Board, within ten days after thu
adoption of a resolution TO that effect, by
a majority of the whole board at an!
meeting called for that purpose, of which
meeting each Director shall have received
at least three days notice, shall cause no
tice of the adoption of such resolution q
| be mailed to each stakeholder, togethe
with a notice of a meeting of the stock
holders to be held at the Office of the cor
pOratiOn, on day named in said notice
TO take action upon the resolution s.
adopted by the Board of Directors.
III. .l,lI h., Anll at hn,
fixed by said Board between the hours o
ten o'clock in the forenoon and thre
O'Clock in the afternoon of the day s
named; and, on the day so appointed, IN
in interest of the stockholders present, b
adjourned from time to time, and if, a
any meeting, original or adjourned, two
thirds in interest of all the stakeholder
; of the corporation shall vote that dissO
luton take place, a certified copy of sue
; resolution, signed by the presiding office
and secretary of the meeting, shall be file
in the Office of the Secretary of State, wit
| a list of the names and residences OF tn
Directors and officers, certified to by tn
, president and secretary of the corporation
Thereupon, the Secretary of State, whe
satisfied by due proof that the require
ments aforesaid have been complied with
shall issue a certificate that the foregoin
documents have been filed; and the cor
pOration shall then stand dissolved, an
the Board shall publish a notice of sal
dissolution not less than three times in
, paper published in the parish of the cor
poration's domicile, and the corporatio
shall proceed to settle up and adjust 1t
business and affairs:
Provided that whenever all the stock
holders of the corporation shall consent
in writing, to such dissolution, no meetin
or notice thereof shall be necessary; bu
. on filing such consent in the office of tn
Secretary of State, he shall forthwith is
= sue his certificate, and thereupon the mat
ter shall be proceeded with as If the dis
solution had taken place at a meeting call
: ed for the purpose.
: flied, changed or altered, with the assen
, of stockholders owning two-thirds Of tn
entire capital stock, at a general meetin
: of the stockholders convened for such pur
r as provided in Article vi of this charter
r provided that any change proposed o
r made in reference to the capital stoc
: shall be made in accordance with the law
of the State of Louisiana regulating O
5 providing for such change.
Article IX.-Whenever said corporatio
may be dissolved, whether by limitatio
: or otherwise its business and affairs sha
, be liquidated by three liquidators, to b
chosen by the stockholders at a generI
meeting convened for such purpose, q
) which meeting each stakeholder shall b
entitled to vote according to his holding
: and of which meeting notice shall be give
: to the stockholders as provided in Attic
: VI of this charter; and the votes of III
owners of a majority in amount of III
capital stock of said corporation repre-
scented at such meeting shall be requisit
to elect.
Said liquidators shall act as receiver
. and remain in office until the affairs
: said corporation shall have been fully
quidated; and, in case of death or disabi
. ity or any one of said iquidators, the r,
r naming Hquidators shall appoint a su,
h cessor to such Hquidator.
: Said liquidators shall act either with
= without court proceedings, as they ma
see fit, and are hereby given full power [
: collect all amounts due the corporation
Il sell or otherwise dispose of it's assets pa
: its debts and liabilities, and cOmpromi:
: and settle all disputed questions and ma
/. ters; and they shall act as receivers, an
S shall have, exercise and enjoy all IL
f rights, powers, privileges and compens;
: ton conferred by law upon receivers, an
q especially those conferred by Act 267
e 1914 of the General Assembly of Louis
s ana, and are also given all other power
= necessary and usual to fully and final
: settle, wind up and liquidate all the bus
n ness and affairs of the corporation, an
: distribute its net assets or funds anon
), its stockholders; provided, however, thi
: the rights herein conferred upon the |
t quidating commissioners may be modifie
e changed or denied by the owners of a m.
n jority of the shares of the capital stoC
d of the corporation IL such change is mao
4 prior to the actual appointment of liQui,
|, ating commissioners. The said liquida
ing commissioners shall be held liabl
d in solido, to any creditor or stockhoId,
k for the moneys and property of the CO
! poration which shall come to their hanC
s or possession as nquidators, and for Il
t proper application and distribution Their
y Of.