The herald., 1918-12-26
CHARTERS

: poration. All certificates of stock issue
h by this company shall be signed by II
Pany, and countersigned by the Secretary ,
treasurer OF the Company. The stock
! this corporation can be transferred only O
the books OF the corporation and subject
such rules and regulations as may be b
/ the Board of Directors from time to tim
| prescribed.
ARTICLE VL-Section 1. All CORPORA,
. powers of this corporation shall be vested
and exercised by a Board of Directors CON
posed OF not more than fifteen Q5), nor les
than three 80, stockholders. A majorit
OF the directors, without regard TO the elias
from which they may have been chosen
snail constitute quorum for the TRANSACTION
OF business. Said directors may vote il
person or by proxy, written or telegraphed
at any and all meetings of directors reg1i
lar or special, but no director where acting a
presiding officer or otherwise shall be en-
titled on any question to more than on
vote. The Board of Directors shalt be elect
ed annually on the first Monday of Februar,
of each year after date hereof, and the frs
| election shall be held in Februsry, 1920. tn,
| tirst Board of Directors shall be- composed o
three directors as follows: john A Nally
a. u. Kanstead and Chas; NJ, Johnston, with
| Shas. NJ Johnston as President. John A
Nally and A. d. Ranstead as Vice Presidents
| A. ID. Ranstead as Secretary and John A
Naiiy, as Treasurer. The aforesaid Directors
shall hold their office until the first Monday
L =
are elected and qualified.
Section 2 All elections of Directors shall
De by ballot at the office of the corpora-
ton under the supervision of the Board az
Directors under such rules and reguIations
as the Board of Directors may from time 10
t .,me PTIomuigate. Notice of meetings of
otherwise herein provided or except as other
wise required by law Shall consist Of no
nee sent IN writing to each stockholder at
ms last known address as it appears on the
books of The corporation, fifteen davs nr;or
to the date of the meeting. Failure 70 des.
lgnate an address shall permit notice TO be
sent 10 such place as may by the Roard of
directors be determined and to be sent 10
General Delivery and shall constitute full
ana complete notice. Each stakeholder at the
annual or any other regular or speci.i meet.
ing shall be entitled to one vote for each
snare OF stock owned and the vote of any
sstoeknoider at any meetings may be cast
oy written proxy, provided chat il the stock
snail hereafter be classified the stncLboId
ers within its given class shall be restrict
ed to voting for the number of Directors and
IN the manner permitted to stockholders of
that class by the bylaws
Section ). Should vacancy occur in N.
BOARD OF Directors, same shall be filled by
the remaining Directors by the election for
the unexpired term of stockhoIder having
the qualifications provided by the bv-Iaws
raiiure to elect directors on the date snec;
.teu Snail not dissolve the corporation but
the directors shall remain in office ,nt;i
their successors are elected and qualified
=, Section The Board of Directors at their
shall elect from their number a President
TWO vice, presidents, secretary and treas
urer. The Board shall have the power 70
unite Two or more offices and the same TO
confer upon one person. The Board Of Di-
Iee!ors may elect, not necessarily from
tneir number, such other officers and agent,
as 10 them seems advisable
Section 5. The Board of Directors IL b.r.-
oy given all power to carry on the business
ana affairs OF the corporation, end 10 make
all rules and regulations not inconsistent with
the terms of this charter.
Section 6. The Board of Director, A..
hereby vested with power and authority 10 |
i iea'e from among their number an Execu- |
ave Committee of not less than three and No,
more than five in their discretion and 70
mango the members of said Comm;t,ee
rom time to time provided the COMMITTEE
nan not be less than three nor more than
i've at any time. Such Committee nan
onsist OF part officers and part directors =,
u all officers or of all directors, the person.
lei OF said committee being entirely in tbe
,,seretion OF the Board of Directors. The
&C. a.. Si directors are hereby specifically
ot In session from time to time TO the Fre
uuve Committee any and all powers which
possesses or might exercise, and to re-
ia.. the same from time to time at its
Iedsure; Wherever in this charter II IA
rovided that any act or power Is ves,ad 10
le BOARD of Directors, such act or rou,.-
ray be vested by the Board Of d.
,etors In this Executive Committee
owe- - Committee shall have the {
oWer 70 act as fully and completely and .
ith the same authority as the Board Of
1rectors themselves might act 10 The a.
N, 10 which said committee is vested w;,h !
In power oy resolution of the Board of !
Section ,. All notices provided 70, t
nelner 70 stockholders or directors meet
ctor. VI III
ARTICLE VII.-Section ]. Whenever this r
operation shall be dissolved or l;on;,,,tsd 5
AFFAIRS shall be liquidated by three (3I | Il
ocknoiaers, elected by the stockholders Al n
meeting meeting called for that purpose. Il
Ss.I ms corporation may be Ii.
'ua.eu al any time on vote of two-thirds n
inc Outstanding stock voting to that eff p
8; IN the event of the death of anv II; =
ioa!or, the surviving Gquidators shall have a
;sh. 70 eject another. but pending such b
ISuon ene surviving liquidators shall have 8,
y right and authority to act in ali m,,- =
ARTICLE VIII-This act of incor,or,,;o, fl
~ be modified, altered or amended in t6a m
inner provided by law at any meeting Of Ell
eknoiders, whether the same be a reou. 81
meeting OF special meeting after nTe. or
Jus notice shall have been sent as herein. er
ove provided (unless the same shall have pl
m waiyedl, to the last known address ~ b
n stakeholder at least fifteen davs or;or al
<ne meeting and after publication AZ TO
81 once week for two weeks In q daily ia
Sspaper in New Orleans, Louisiana. Any pc
rease or decrease of the capital stool ~ fiji
corporation, except as herein otherwise go
'iiued' snail be made in accordance with DO
law governing such matters In
.RIlCLE IX-No stakeholder shall he II. adj
or responsible for the acts. omissions fire.
contracts of the corporation or of lie of' | is
rs In any sum other than the ,nns;d de
ance due on the shares of stock Owned fic
Mn, nor shall any mere informality in an
anization have the effect of rendering the
charter void or of exposing any STOCK da
Ter to any liability in excess Of The Bo
unt due on his stock; and in order that de;
Smarter may serve as the original sub ser
P.ion hst, the subscribers hereto have Der
lieu opposite their respective signatures Bo
number OF shares of stock subscribed for sha
each of them. 'o' cor
lus done and passed in my office in the con
OF New Orleans, La, in the presence Sp,e
ames OShaughnessy and w. b. Moore. 20 po'
petent witnesses, residing in this CITY. oe
have hereunto signed their names with ne ne
appearers and me, Notary, after due s 81
ing of the whole. OF
riginai Signed Charles NJ Johnston. wal
nesne Club, Petersburg Pa, $4,000 shares: mot
A. Nally, 63s Guardian Bldg, Cleveland, for