The herald. [volume] (New Orleans, La.) 1905-1953, 1918-01-24
CHARTERS.
atably according to their re.


mon Stock, ratably according to their re.
spective shares.
No holder of any of the Preferred Stock
of this corporation shall have the right to
sell or otherwise dispose of any of said Pre-
ferred Stock without first offering the same
in writing to the Board of Directors of this
corporation, through its President, which
Board of Directors shall have ten Q0 days
within which to accept or refuse the offer,
but said Board of Directors shall have the
right TO purchase any or all of said stock
so offered at its par value, plus any accrued
dividends and plus any interest which said
stock may have in any amount to the credit
Of the Preferred Stock Surplus Account"
In the event the business of the corporation
shows loss for the current year up TO the
date OF the purchase of any such Preferred
Stock by this corporation, then and in that
event there shall be charged TO the interest
said purchased stock may have in said Pre-
ferred Stock Surplus Account" such proper
ton OF said loss as said Preferred Stock so
purchased bears TO the then issued and out
standing Preferred Stock of the corporation.
Should the Board of Directors fail to avail
itself of said privilege within said period OF
time, the said stock may be offered and
sold to any other person or persons, subject
however, to all the conditions contained here
in.
The Common Stock of this corporation shall
be entitled to such dividends as may be
declared by the Board Of Directors, subject
to the provisions heretofore set out in this
Article of this Charter, and shall be entitled
to share in the assets and funds of the
corporation in the manner herein prescribed.
All voting rights OF every kind shall be
exclusively vested in the holders of the
Common Stock, each holder being entitled ts
one vote for each share standing in his name
the books of the corporation, which vote
may be cast either in person or by proxy.
The Common Stock shall be the now out
standing One Hundred 600 shares of the
% b,ct,
shall hereafter be known and designated as
Common Stock. All certificate or such stock
shall be called in and new certificates for
Common Stock shall be issued therefor.
No stockhslder shall have the right to sell
or otherwise dispose of any Common Stock
of this corporation without first offering the
same in writing to the Board of Directors
of this corporation, through its President,
which Board shall have ten Q0) days within
which to accept refuse the offer, but said
Board of Directors shall have the right to
purchase the Common Stock so offered or any
part thereof at its book value irrespective
of what price may, have been offered by
anyone. Should said Board of Directors fail
to avail itself of said privilege within said
period of time, the said Common Stock may
be offered and sold to any other person or
persons, subject. however, to all the condi-
tons contained herein.
The amount TO which the Capital Stock of
this corporation may be increased in the
manner provided by law, shall be the sum
of One Hundred Thousand Dollars $780,
10000 all of which said increased Capital
Stock shall be Preferred Stock.
In the event the Capital Stock of this
corporation is increased. only the holders and
owners of the Common Stock shall have the
privilege of taking additional shares in the
proportion which the shares held. by them
bear to the entire Common Stock of the cor
poration, which privilege must be exercised
within thirty (50) days, and any shares not
taken at the expiration of that time may
I,cnnsaA 81 So ba II L T.
the benefit of the corporation at not less than
their par value.
Article Vail of the corporate powers of
this corporation shall be vested in and exer-
not less than Five 81 nor more than Seven
% stockholders, a majority of whom shall
constitute a quorum. Said Directors shall be
elected annually on the Third Tuesday in
Of the common stockholders. except the first
Directors appointed in this Charter. who shall
hold their Offices until the Third Tuesday
in January, 1919.
IT,, at any time, less number than the
maximum be elected by the stockholders,
then the Board of Directors may elect others
not exceeding the maximum number for the
unexpired term. All elections of Directors
shall be held by ballot and conducted at
the Office Of the corporation under the SUI
pervision of two az commissioners to be ap.
pointed by the Board of Directors. Notice of
such meeting and of all other stockholders
meetings shall be given in the manner pre-
scribed By law, and when not so prescribed,
then written notice of such meetings shall
be deposited at least fifteen QS days prior
to the date of such meeting in the post-office
Of the City of New Orleans, postage prepaid,
properly addressed to each common stock
holder at his last known residence or place
Of business.
At all such elections and at all corporate
meetings every common stakeholder shall be
entitled to one vote for each share of Com
mon Stock standing in his name on the
books of the corporation, to be cast by him
in person or by his written proxy, and
majority of the votes cast shall elect. Any
vacancy or vacancies occurring among the
Directors by death, resignation, or other
wise, shall be filled by election for the I'M
The failure to elect Directors on the day
above specified, shall not dissolve the cor
ooration, nor impair its corporate existence
'r management, but the Directors then in
,fice shall remain in Office until their sue
,essors are elected and qualified.
The Board of Directors shall annually at
is first meeting after election, elect from |
is own number a President, a First Vice |
Third Vice-President. 1t shall also elect |
Secretary and Treasurer or one person
Who may be both, either or both of whom
nay or may not be members of the Board.
III OF said officers must be the owners and
olders of either the Common or Preferred
took of this corporation. The Board of Di-
ectors may also elect not more than two (2)
assistant Secretaries, neither of whom need
e members of the Board or stockholders in
his corporation. The Board of Directors
hall have power and authority to name and
ppoint all such other officers, agents and en-
loyees as may be deemed necessary for the
urposes and business of this corporation
aid Board shall have power and authority
, fix the compensation and define the duties
every officer and employee, and all officers
nd employees shall hold Office and employ
rent at the pleasure of said Board.
Said Board may make and establish, as
ell as alter and amend, any and all by
Tvs, rules and regulations necessary and