The herald., 1919-03-13
CHARTERS

decline such offer Of stock Should the
Board 81 Directors OF the stockholders de
cline to purchase the said stock, then the
stakeholder or stockholders who made the
offer to sell or otherwise dispose of his
stock may sell or otherwise dispose Of il
in any manner and at any price that he OF
they may see fiji But each share Of stock
is issued under the condition and under
standing that no stakeholder shall make
sale or transfer OF his stock in violation OF
this provision, and such sale or transfer, il
made. shall be void, and this company shall
be under obligation to list said stock On
its books or u regard the holder Of the GER
tifcate thereof.
ARTICLE NII.-The corporate powers OF
this corporation shall be vested in and
ercIsed by a Board OF Directors composed OF
three stockholders. two u whom shall con
sttute 4 quorum FOR the transaction OF bust
ness. The directors OF this corporation may
vote in person OF by written proxy at any
OF the meetings OF the Board Of Directors;
and the Board of Directors may delegate any
OF its powers 10 any officer or officers or
any other representative OF the Company by
appropriate resolution TO that effect. The
first Board OF Directors OF this corporation
shall be composed OF the following: Alvin
Z. Johnson, August kraemer, Joseph Lee
Rhodes, all residents in the City Of New Or
leans, State of Louisiana, and they shall
be the officers of the Company follows:
Alvin f. Johnson, President; August krae-
mer, Vice. President; Joseph Lee Rhodes.
Secretary Treasurer, and they shall
until the second Wednesday in January,
1920 or until their Successors elected and
qualified. The Directors shall be elected
annually by the stockholders at a meeting
held On the second Wednesday in January
in each year thereafter. Notice of such meet
ing shall be given ten days prior to the date
Of the meeting, in writing and sent to each
stakeholder at his last known address. Each
stakeholder. shall at such annual meeting or
other Meetings general or special, be EMIT
led IN person or by proxy to one vote for
each share of stock owned by him. Elec-
tons shall be held under such rules and
regulations as may from time to time be
determined by the Board of Directors. The
Directors when elected shall hold office for
one year until their successors shall have
been elected and qualified and failure to
hold the annual meeting of stockholders or
to elect annually the Directors shall not
oDerate the forfeiture of this charter or any
rights Hereunder.
ARTICLE NIII.-This charter or act of in
corporation may be changed, modified, alter-
ed or amended by and with the consen- o:
| two thirds of all the stock present at any
meeting, general special, held for that pur-
pose; and such amendments NAV be mater.
| iai or immaterial subject only to limitations
| as riay be by law provided; and this cor
poration shall have the power to increase O.
| decrease its capital stock hereinoetOre
| set out and any increase in capital stock in
/
amount ITO which it may be increased, may
be made by three fourths vote of all out
standing stock.
ARTICLE IX.-Notice of any and all
| meetings referred 10 in this charter or re-
| quired by law. shall be given in the man.
| ner provided for, giving notices in case of
elections, unless the shall have been
| waived
| ARTICLE Mn case of dissolution, Ii
quotation or termination OF this charter, by
| Limitation or otherwise, the affairs of the
| corporation shall be liqudated by one or
| more liquidators' elected by the STOCKHOLDERS,
who may provide the number of said liqui-
| datorst and vest them with such power and
| authority as may by law be permitted; fix
the terms and conditions upon which they
| shall serve. and their compensation, and
provide that in case of death or disability
| of any one of said liquidators, the remain
ing Legislators may fill the vacancy or
continue TO act behalf OF the corporation
ARTICLE M-No stockholder shall be
liable or responsible for any costs, con-
| tracts, debts or faults of the corporation, or
| OF any OF its officers nor shall any mere
| Intormality in organization have the effect
OF rendering this charter null and void, or
OF exposing any stockholders to any liza
bility beyond the unpaid balance due on the
stock held by him.
ARTICLE XII.-The subscribers hereto
have written opposite their names, the num-
| Der of shares subscribed by each of them,
anu their post Office addresses, that this
Charter may as the subscription list of
| the corporations; all of which subscriptions are
payable in the and form set out
| herein.
Thus done and passed at my office, in the
City OF New Orleans, State of louisiana on
the day, month and. year herein first above
written, in the presence of Morris B. Red
mann and Paul f. Chaser, competent wit
nesses, who have hereunto signed their names
with the said appearers and me, said No
| tary, after due reading of the whole.
| Witnesses: Morris B. Redmann, Paul E
| Chasez.
Original Signed Alvin E. Johnson, S
| shares, 3O4 \. o. Nat Bank Bldg; August
| Kramer, 10 shares, S18 n. RochebIave St,
Joseph Lee Rhodes, 10 shares, 3O4 N. o. Nat.
Bank Bldg; Otto Olson, shares, 6A N.
Dorgenois.
| WILLIAM J. GUSTE,
Notary Public.
to be true and correct copy of the origi,
nal on file in the records of my office.
New Orleans, La, January g. 1919.
| WILLIAM J. GUSTE,',
l, 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 incorpora.
| ton of Southern Development Company.
Inc, was this day duly recorded in nv Of.
flee in Book 1872 Folio go.
New Orleans. La. January 10Th. 1919.
(Sisned) EMILE j. LEONARD, by. R.
Feb. 6-l3-20-M Mich 6-l3