The herald. [volume] (New Orleans, La.) 1905-1953, 1918-04-18
CHARTER

| Section , The Common Stock OF SAID
corporation is hereby fixed at the sum Of
eight thousand dollars ($SOJOO, divided
into and represented by eight hundred $500
| shares Of ten dollars 5000 each, and shall
l be entitled TO such dividends as may be de-
clared by the board Of directors, subject 10
the provisions OF Section ! hereof, and shall
be entitled 10 share in the assets and funds
| of the corporation only in the manner pre-
scribed in Section hereof, and in no other
| way.
Separate stock books and stock registers
| shall be kept for each class Of stock.
The whole Of said stock or any part
| thereof may be issued and delivered to any
person, firm or corporation for the acquire
| mcnt Of the rights. privileges, permits,
| franchise, property, seryitudes, leases, or
any part thereof, owned or controlled by
| said person or corporation, also n payment
| settlement and adjustment OF the costs,
| fees, charges and expenses incurred for serv-
ices rendered in the formation and organi-
| cation OF this corporation, and in acquiring
| and bring ng about the purchase OF the
property, rights, permits and franchise
| aforesaid, also for cash in ins.allmeuts OF
| such amounts as the board of directors may
! determine; also for property received or
| services actually rendered TO this company.
| The Board of Directors herein created IS
| specially authorized to dispose OF the stock
| or any part thereof for any and all of the
purposes above stated, and it IS particularly
| authorized TO dispose of said stock, or any
| part thereof, 10 Johnston Armstrong, IN ex-
|
| said Johnston Armstrong, together with the
| cemetery permit or franchise now held by
! him under Ordinance No. 4799 Of the Com
mission Council of the City of New Orleans,
| Louisiana, and 10 accept the conditions Of
! Article V--Au the powers of this corpora
| ton shall be vested in and exercised by a
| board Of nine directors, each of whom shall
| have in his own name at least ten shares Of
stock, FIVE Of whom shall constitute quo
| rum
Said board of directors shall be elected
annually on the first Monday of April Of
| each year, the first election to be held in
| the year 1919
All such elections shall be viva voce at the
| office Of the corporation. and all such cleo
| tious, as well all meetings OF s;ockhold-
| ers. except when otherwise required by law,
| fifteen days' notice shall be given, either
personally or by depositng in the pos,-ofice
| properly addressed 10 each stakeholder, such
notice being addressed to the stockholders
| last designated address, al the General
Delivery at New Orleans. Louisiana, If he
has not designated an address, and announc-
ing the time and place of the meeting. Each
shareholder shall be entitled to one vote for
each share of stock standing in his name on
the books of the company, said vote TO be
cast in person or by proxy, and the majority
of the votes cast shall elect. The board of di-
rectors shall have power 70 fill all vacancies
which may occur on the board. Failure 10
elect the board of directors on the day above
but the directors then in office shall remain
in Office until their successors are elected.
Due notice of election snail forthwith be
given, above provided, and such notice Of
election shall be continued to be given until
an election is held. The board of directors
at their first meeting following each annual
election shall, out Of their number, elect 4
President, a Nice-President, and they shall
likewise el>t, but not necessarily from their
number, Secretary, Treasurer and such
other officers as the board of directors shall
deem necessary. The board shall have
power, in its discretion, 10 unite two or
more Offices, and the same to confer upon
one person. and shall have the power to FIX
the salaries of all officers, who are not
shareholders; but no officer, who is a men,
Der of the board of directors, shall receive
salary such.
The board of directors shall have power to
make and establish, as well as alter and
amend, al bylaws, rules and regulations
necessary and proper for the support and
management of the business and affairs of
said corporation, and not inconsistent with
its charter. Said board shall also have full
power and authority to borrow money
through the President or some other duly
authorized agent or agents, to execute notes
or other obligations in such amount and on
such terms in their judgment may be ad-
vantageous, and generally to do all things
reasonably necessary for the proper carry
ing on of the business of the corporation;
also to issue and deliver full paid shares of
payment of money borrowed, labor or serv-
ices, or property, or rights actually re-
ceived by said corporation as heretofore set
forth; and shall have power 10 do all such
acts and things as may be necessary to
carry out the objects purposes for which
this corporation is organized. The major
ity of the existing board shall constitute a
quorum for the transaction OF any business
at any meeting of the board of directors.
ANY director absent from the meeting may be
represented by any other director, who may
cast the vote of the said absent director,
according TO the written instructions of said
absent director for that meeting.
Until the next general meeting to be held
April, 1919, or until their duly qualified
successors are elected and installed, the
Board of Directors shall be composed of Hun
ter C. Leake, Citizens Bank Bldg, New
Orleans 0i D,. La Ivy G; Kittredge' Hibe5nia
Goldberg, Hibernia Bank Bldg, New Orleans
ALVIN. Pfaff, 724 Perdido ST., New Or
leans, La; Lauren ]. Bradley, corner Camp
and Common Sis, New Orleans, La;
leans, La. Frank L. Levy, Hibernia Bank
Bldg. New Orleans, La. Gustave De B.
Baldwin, corner Camp and Common Sts.,
New Orleans, La; and James J. Manson,
l13 Tchoupitoulas ST., New Orleans, La,
G. Eittredge, as Vice-President and Lau-
rem J. Bradley, Secretary and Treasurer.
Article Nl.-Whenever this corporation
shall be dissolved, from any cause, its af-
fairs shall be liquidated by three stock
holders to be appointed at a general meet
ing of stockholders convened for the pur-
pose of liquidation, a, hereinafter pro-
vided, each share of stock being entitled to
one vote to be cast by the holder, either in
person or by proxy. Said commissioners
shall remain in office until the affairs of said
corporation shall be fully settled and liqui-
dated, and they shall have full power and
authority to transfer and give title to all
the property and assets of the corporation.
and to distribute the proceeds. In case of
death, disability, resignation of one or
more cOnTmis sfoner or commi ssioners, the
vacancy shall be filled by the surviving COM
missioner or commissioners.
Article Widths act of Incorporation
may be modified changed or altered, or this
corporation may be dissolved with the con-
sent of q of all of its stock, represented at
general meeting of the stockholders con- |
vened for such purposes, after previous
notice shall have been given in one or more |
daily newspapers published in the Parish of
orleans, State of Louisiana, once a week |
during thirty days preceding such meeting. |
and upon the date OF such meeting, and by |
notice mailed at least fifteen days prior to |
such meeting to each stakeholder who ap- |
pears as such on the books of the company.
to the post-ofhce address designated by him; |
and in case of failure TO designate an ad- |
dress, to the General Delivery, City of New |
Orleans. Any change which may be pro- |
posed or made in reference to the capital |
stock of said corporation shall be made in |
accordance with the laws of the State of |