The herald., 1918-10-03
CHARTER

authorized capital shall be subscribed for
and at least fifty go per cent? per cent Of
all stock so subscribed for, shall be paid for
The capital stock of this corporation may
be increased to Two Hundred Thousand
Dollars (S2OO,OOOOOO.
ARTICLE V.-All meetings of the stock
holders of this corporation, as well as all
meetings of the Board of Directors shall be
held at its domicile, in the City of New Or
leans. La, provided that with the written
consent of all directors. valid meetings OF
the directors may be held outside of the
State or within the State elsewhere than at
its domicile.
ARTICLE VI.-All the corporate powers
Of this corporation shall be vested in, and
exercised by a Board Of Directors five in
number all of whom shall be stockholders to
be elected on the fourth Monday of Au-
gust Of each year. The first Board of Di-
rectors to serve this corporation until the
annual election in August, 1919. or until their
successors have been elected and qualified,
shall be elected Immediately after the signing
Of this act. Three directors shall consti-
tute a quorum of the Board for the trans
action of business by said Board. After the
election of said directors as herein provided
for, there shall be elected by said directors
from their own number, the officers OF this
corporation. as follows: A President a
Vice President, a Secretary-Treasurer, and an
Assistant Secretary Treasurer, with the right
to combine the offices of Secretary and Treas
urer and Assistant Secretary Treasurer each
in one person. The Board of Directors shall
have the power and authority to appoint
such other agents and, employees, who shall
respectively. have such power and authority,
and perform such duties as may be prescribed
by said Board. and who may be removed at
the pleasure of the Board. The directors
shall have the right to fill all vacancies oc-
curing in their number from death. resig-
nation or otherwise, and should the stock
holders at their annual meeting fail TO elect
the full five directors, then and in that
event the directors elected by the stockhold-
ers shall have the right to elect such addi-
tional directors in order to have full
Board.
ARTICLE VII-The annual meeting of
the stockholders for the election of directors
shall be held on the fourth Monday of Au-
gust of each year, commencing with August,
1919. The election for directors shall be by
ballot, and the majority in amount Of stock
voting shall elect the persons for whom
they are cast. Each share of stock voted
upon to be counted for but one vote. Said
stock shall not be entitled to cumulative
voting. The Board of Directors shall give
at least fifteen days notice by mail of the
election of said directors, and shall appoint
one or more stockholders TO preside at such
election. Any failure from any cause what
soever to elect directors on the day named
for that purpose shall not dissolve the cor
poration, but the directors then in office
Shall hold over until their successors have
been chosen and have qualified.
ARTICLE VIII.-No stakeholder shall ever
be held liable responsible for the contracts,
faults or debts of this corporation, nor shall
any mere informaity in its organization have
the effect of rendering this charter null, or
of exposing its shareholders to any liability
beyond the unpaid balance due on the stock
owned by them.
ARTICLE IX.-All transfers of the capital
stock of this corporation shall be made on
the books of the corporation, and no trans
fer shall be binding on this corporation, IN
any manner whatever, unless so entered.
No sale of stock of this corporation snail De
valid, unless first offered for period OF
thirty days to the stockholders, through the
Board of Directors, at a price not to exceed
its book value. Upon the failure OF the
stockholders TO avail themselves of such pur-
chase, during the said period of thirty days,
notation of such fact shall be made by the
Secretary Treasurer, upon such certificate or
certificates having been previously rendered
in accordance herewith, and thereafter SAID
stock may be sold without further resting
ton. Succeeding purchasers thereof, SHALL
however, be required to offer the same to
the stockholders for term and at value
hereinabove designated before disposing OF
same, and all stock acquired in this corpora
ton shall be subject TO the provisions OF TINS
charter
ARTICLE X-This charter may be
amended, altered or changed, at special
meeting of the stockholders called tor that
purpose, after fifteen days notice by mail
has been given to the stockholders OF rec
ord, by vote OF two thirds OF all ou's'dlu-
ing capital stock.
ARTICLE NI.-This corporation may De
dissolved, by a vote OF two thirds OF al OUT
standing stock, and upon complying with the
requirements OF Section Is OF Act Zol OF the
Louisiana Legislature for the year 1914. and
in the event OF such dissolution, liquidators
shall be named and appointed with all the
necessary powers and authority as set tortn
in said Act 267 of 1914
ARTICLE KILN addition to the powers
conferred on the Board of Directors of this
corporation, the said Board is specially vested
with the power of purchasing and acquiring
such business or businesses, as IN IT'S JUG
ment may rebound to the interest and wei
fare of this corporation, and IN payment
thereof to issue capital stock OF this corpora
ton, in such an amount as in their Judg-
ment said business or businesses are worth
ARTICLE XIII.-Whereas, the subscrip,
lions of certain stockholders to the capital
stock of this corporation consist in property
10 be transferred to this corporation, in ac-
cordance with the provisions of section three
of Act 267 of the Louisiana Legislature OF
the year 1914, there is now annexed to these
articles of Incorporation, and TO De reao IN
connection Herewith, an accurate, detaileu
and itemized description of such property,
together with a statement OF ITS appraised
value by the directors of this corporation,
the same as if set forth in detail IN his char-
ter. t
ARTICLE XIV-The names and post-of-
flee addresses of the subscribers to these
articles of Incorporation, and the number OF
shares of stock subscribed by each, are as
follows:
(Names of Subscribers, their addresses, and
respective subscriptions)
Thus done and passed in my office; IN the
CITY of New Orleans, La, on the day and
date first above written, in the presence oil
Nessrs. Irwin Thomas and Leon ). CAIN,
competent witnesses, domiciled in this city,
who signed these presents, together with the
parties, and me, Notary, after due reading
of the whole, the parties hereto attixing OPP
posite their respective names, their respec.
tive subscriptions to the capital stock OF
this corporation, which shall constitute the
original subscription list of all stock sub
scribed in this corporation. Original sign
cdr. Subscribers; No. of shares. Witnesses:
Irwin Thomas, Leon s. Calm. THEODORE
A. SCHUBER, Notary Public.
/. the undersigned, Recorder of Mort
cages, in and for the Parish of Orleans, State
Of Louisiana, do hereby certify that the
above and foregoing Act of Incorporation
of the Crescent City Cork Works, Inc, was
this day duly recorded in my office, in Book
l222, Folio ABS New Orleans, September attn,
1918 (Signed) EMILE J. LEONARD Dy'
r, r,,ronopr
true copy of original. THEODORE A.
SCHUBER, Notary Public.
Sept. 1926, Oct. 3-l0-H-4.