The herald., 1918-06-06
CHARTER


written offer, and the failure of the stock
holders, or any of them, to purchase the
said stock upon the proposed terms OF
sale. or at least terms no worse than those
proposed, the owner of the stock shall
then be at liberty to sell such stock for
not less than the said proposed price and
upon the said proposed terms, or at least
terms not more favorable to the purchaS-
er than those submitted to the stockhold-
ers. This rule shall apply to each spe-
cific sale, or proposed sale, of stock.
Where the stockholders of the corpora
ton are accorded the right of purchasing
a shareh older's stock, as hereinaboYe set
forth, such right shall devOlve upon the
said stockholders, first, in the proportion
of their individual holdings of stock, ana
then ratably among the remaining stock
holders should any Particular stOckhOld-
er not elect to exercise his right, ana so
on, until the right shall remain in one
stakeholder, if all other stOckhoiders
should decide not to exercise the right
The corporation shall make no transfer
of stock where the provisions of the fore
going paragraphs have not been fullE
complied with, and the corporation SHAH
also be entitled to demand, and shall so
demand, of both the seller and the pur-
chaser of stock in all cases, before max
ing Il transfer of such stock upon the
books of the corporation, an anida'lt as
to the amount truly paid for the STOCK
and facts showing the entire bona hdes OF
the transaction.
The shares of stock of this corporation
shall be transferable only upon the BOOKS
of tine corporation, and no transfer OF any
stock shall be binding or have any effect
upon the corporation, unless, ana until,
made upon its books; and prior lien on
all shares of stock shall be retained by
this corporation on the STOCK OF any
| Shareholder for any indebtedness, secured
or unsecured, however evidenced or ere
atcd. due at any time 10 the corporation
by the holder of the stock, ana no trans
| fer of stock shall be made In contraNeh-
tinn of these conditions.
| Article V-The corporate powers of this
| corporation shall be vested in ana eNer-
cised by a Board of Directors, consisting
| of three stockholders, and two members
| of the Board shall constitute a quorum
| for the transaction of business.
| The first Board of Directors shall be
composed of George Edwin DemaGk, Ce-
ellie Demack, and William ). Rogers,
whose post office address is New Orleans,
| Louisiana George Edwin Demack shall
| be the President of the corporation, Ce-
cile Demack the Nice-President, ana VII
liam S. Rogers the Secretary and Treas
urer, all of whom shall serve until the
| first annual election of officers, as here
matter set forth, or until their successors
are elected and qualified.
| The first annual meeting for the election
OF officers of the corporation who shall
tary and treasurer, which last office shall De
| combined in one person, shall be held on
the SECOND Thursday in January, 1919, ana
/
each year thereafter, unless Such day
should be a holiday, or half-hohday, when
the meeting shall be held on the next sue
ceeding day, not holiday or nan Si
lot and held under the supervision or TWO
commissioners, to be appointed by tht
Board of Directors. For all elections OF
Directors by the stockholders, at least nj
teen days shall be given to each stock
holder by written notice served personal,
ly on the stakeholder or mailed to him at
his last known place of residence, as
shown by the books of the corporation
Each stakeholder, of record as Such Oh
the books of the corporation, shall be en-,
titled to cast one vote for eacn snare VI
stock held by him IN all cases IN "ni y
stockholders may vote, and such vote may
be cast in person or by proxy In writing
which shall be filed with the Secretary
Immediately upon their election, the
Board of Directors shall elect from theli
. number the officers of the corporation.
failure, however, to hold an election OF
. any character. called for by this charter
shall not invalidate this charter or anec
the existence of the corporation, put TN
persons in office shall so remain until al
election is held and successors in onlc'
qualified. The Board of Directors shal
have authority at any time to appoint al
Assistant Secretary, or Assistant Treasur
or. or both, who shall be clothed will
. such functions as the Board of Directors
may determine. Such Assistant Secretary
or Assistant Treasurer shall not, however
and need not be a stakeholder Of the cor
, poratiOn.
All vacancies occurring on the Board o
Directors between elections shall be nlleC
by the remaining Directors for the Hne2
| pired term of said Board; and any Direc
tor shall be entitled to appoint by writer
! proxy, to be filed with the Secretary, an
, other Director or stOckholder to act 10
him as Director, when such director can
not himself act.
All employees of the corporation shall
hold their position subject to the Boar'
: of Directors.
The Board of Directors shall be entitled
to draft bylaws, rules, and regulatlon
: for the corporation and the transfer o
; stock, not inconsistent with the provision
Of this charter or any provisions OF law
provided the stockholders may themselve
; amend, modify, or change any bylaw
regulating the stockholders meetings.
ANY Director may at any time be re
; moved by vote of the stockholders, AM
such removal shall ipso facto vacate tn
;, office such Director may have held AM
; | terminate any emoluments of the Office
u Upon such removal, the Board OF Dlrec
; tors shall be entitled to fill the vacancy
; unless the stockholders should themselve
l. elect to do so at the time of making
!, removal
r Article yI-whenever this corporatio
Z shall be dissolved, whether by eXpiratlo
: of its charter, or otherwise, two nquidat
e ing commissioners shall be elected by tn
q shareholders to wind up the affairs OF tn
! lcorporatiOn. In the event OF the death
one of these liquidating commissioners, Q
: of the inability of one to act the otht
: shall continue in Office alone, unless IN
y stockholders shall see mt to elect SUI
Is cessor to fill the place of the incapacita'
q ed, or deceased, liquidator. The meetin
le to elect such successor shall be called
Is the same way provided for the meeting
l. for the election of Directors of the col
. pOration.
Thus done and passed at my office
r the City of New Orleans, State OF Loui
Is lana, on the day, month and year mr.
u above written, in the presence of Thee
~ dore Roehl and DR.. Joseph Holt, male
W over fourteen years of age, residing
this Parish, competent persons, who her
Is unto sign their names with the appearel
Us and me, Notary, after due reading OF Il
: whole.
e: (Original signed).
<, q, Edwin Demack, 1872 shares, 1873 AUDI
al bon boulevard. New Orleans: Cecile Ha
o. Demack, 791 shares, 13S Audubon Boul
az ward, New Orleans, to authorize my wifi
u c. Edwin Demack; w. s. Rogers,
x; shares 5O7 Cherokee ST., New Orleans;
al A. Morphy, 1 share, 300 Liverpool & Lol
- =; don & Globe Bldg, New Orleans, La.
~ witnesses: Theodore ROehl, DR.. JOSEF
n w. MORGAN GURLEY, Not. Pu
o. l. the undersigned Recorder of Nor
Is cages, in and for the Parish of Orlean
10 State of Louisiana, do hereby certify tn
e the above and foregoing Act of Incorpor
q ton of the Demack Motors Company, In
- was this day duly recorded in my office
y book No. 1922 folio No. =. -,
-, New Orleans, Louisiana, May 9th, 19l
ne (Signed) EMILE j. LEONARD, ID.
~ / certify the above and foregoing to
u a true and correct CODY of the origin