The herald. [volume] (New Orleans, La.) 1905-1953, 1919-04-10
CHARTER

/ poration shall be established IN the cry %
TeS Orleans, State OF Louisiana, and all
! c;tat;on and other legal process shall De
| served on the President, in ms absence, on
! the Vice-President and in the absence OF
/ both on the Secretary treasurer
| ARTICLE III.-The objects and purposes
| for which this corporation IS organized ana
| the nature of the business to be carrieo on
| nv il are hereby declared to be: TO manulae
| ture, deal in and sell rubber stamps s'ehc.ls,
! seaIs dies inks and other things ana wares
| Of similar character, and generally 10 90
and engage in any other business uluei
| taking or enterprise connected win, slV".Ls
out of, germane or incldehtal 10 any f,th or
! objects and purposes hereinaooVe SCI ioi'' u
contemplated by this charter. III. g This
| ARTICLE IV.-The capital stock OF r, TINS
| corporation is fixed at the sum OF rive thou-
| Sand Dollars divided into tItty SHARES OF I!e
| nar valur of one hundred dollars each NO
| transfer OF stock shall be binding upon the
| corporation unless made upon IT'S DOORS any
| ali certificates of stock shall be signed 1y
| HID Of Directors This corporation shall
| have the right TO increase ITS capltai stoeA
| to the further sum OF Twenty lhonssho i Dot'
| lars, to be divided into shares OF one nun,
| dred dollars each, provided said increase IN
| The canitaI stock shall have been authorized
| by the stockholders at meeting 10 De nel9
pursuant to the provisions OF Article u
| this charter. 1900 of
| the rompauy shall be vested in, ana 'nG
| management and control OF its affairs sh1Ll
be exercised by a Board of Directors com
| posed of six stockholders, the rhenoeis .,Ip
| az which may be increased to a number bot
| exceeding four by the Board OF Directors a.
| any OF lis regular meetings. majority ot
| the directors shall constitute qrol ui, ~
| the transaction of all business Ing u''eS
| TORS shall be elected annually by balIots on
| the first day in March IN each year. E@ei
| stakeholder shall be entitled, IN person oi
| by proxy, to a vote tor every snaIT Ia-
| by him, and all elections shall be heIu UNI ~
l ,,1aftn
| terminrd by the Board of Directors, alte'
| fifteen DAYS notice by mail OF sucn eleet'oi,
! shall have been sent TO each stocKhoIuei d
| his last known address. ne alieeIoiS .."
~ mil their successors have been duly
| elected and qualified. No failure 10 eiect
| shall be regarded forfeiture OF tniS
charter. Any vacancy occurring on AZ
rectors for the unexpired term; the said
| hoard shall likewise elect the aouitoiiat
members in case they should deteInhi"e
increase the number of said board, ot, ,l
election, nominate out OF Its nu,noe' and
| President. a Vice President, Secretary anu
treasurer. Said Board OF Directors
shall have the right to appoint ana disna, us,
| such clerks, managers and other elt-
| nIovees of the corporation as conditions may
| ,uStifv or the business of the corporalio
NAV require The tenure OF office OF an an
the employees OF the corporation sh1 n; sc.
a ~
tors. Any of the directors or officers sha.
have the right to appoint, by written lhSuu
m'.nt another director or stakeholder to aci
a. his proxy and in his st St n;r al any anu
| ARTICLE Vino sale or other transfer
| Of shares of stock in this corporation shalt
| be valid until and unless the VpPo, 'u!i''
has been first afforded the shareholuetS
| cord al the date of such transfer, sale OF
other alienation, to purchase such stock at
hook value plus ten per cent, the Value ~
he ascertained in the manner herein suI
scribed The right to acquire sail It1
Of record shall follow the stock mo any
hands TO which it may pass ana may oe
ercised against the holders thereof withln
fifteen days from the time any
| transfer thereof has been offered to be en-
| tered on the books of the corporation ~
shall be the duty of any holder OF STOCK 4, ~
this corporation who intends or desire 10 SET
| transfer, ALLEVIATE or otherwise oispGse %
| the same. TO give fifteen days notice OF
| such intention or desire to the Board Oh
Directors of the corporation, VINO are hei
by' constituted agents OF the othet sto1h
holders for the purpose OF suGn "G ;nu,ed ate
nabeT stosEholders of record Before the ex
| niration of the fifteen days from the recelp.
of said notice by the board OF direc.ors as
| sh,reholder of record may offer to purchase;
and may acquire the right to purchase sa;u
stock by notifying the board OF directors III
| writing and thereafter shall deposit the piiee
of said stock in cash with tne sp,. isSt
| m.n,;oned Upon receipt of the tirst men
toned notice, the board OF Directors shaii
advise the person owning SAID STOCK; ms
agent or representative, to JON sala ooaiu
in flying the value of said stock, which value
shall be established on the basis d the iast
annual or semi-annual statement or repol /,
Of the corporation and the last monthly triai
balance preceding the date OF SUCH nouce,
and TO the value thus found and established
there shall be added ten per cent, and the
sum thus found and established shall con-
sttute the value and price OF SAID stock.
If within twenty-four hours AFTER such no
tice the owner, his agent or representative
does not Join with the board in establish
ing the price or value OF the STOCK, tne
board may proceed without further delay 70
fix the said value, using the report ana
trial balance aforesaid for that purpose
which writings are declared to be conclusive
evidence for and against all parties IN IN
terest in the premises, whether the 'aue Is
establi shed by the joint act OF the owner
his agent widow, heirs or representative
or by the board of directors acting In detaui'
of the cooperation of said person or persons
! Upon receipt of the otter or aSeep,ahee %
any shareholder to purchase said stock ano
: upon obtaining guarantee satisfactory to said
board for the price thereof, the board OF di'
| rectors shall thereupon give notice Thereon &c
!, the owner of the stock, his agent or represen,
| tative, and before the expiration OF the perloo
of fifteen days aforesaid, shall call IN the
certificate or certificates representing sucf
stock and pay the price or value thereof anC
cause the same to be transferred on the
books to the purchaser The preference OPP
n ton and right to purchase heretofore vested
by paragraph first in the other shareholder
J, shall exist in full force and effect IN thei
& favor oacquire the shares of stock of the
r deceased stakeholder, and the formalitie
and course of procedure, the terms, condi
! tons, .tipulations and delays hereinabovt
> established in said paragraph shall apply II
|, all respects to the procedure to be allowed
in case of death. Immediately upon receip
Y of information of the death of any share
:. holder, it shall be the duty of the board o
h directors to cause the necessary steps to b.
i. taken to carry out and enforce these pro
I | visions.
,. The preference, option and right o
7 | purchase hercinabove established shall rui
: | in favor of each shareholder of record TO
hi. virile share in proportion 10 his existing
| holdings in the stock, but should any share
holder fail to exercise his right in this re
d. gard his right shall pass to and be ABSORBED
g BY the other shareholders, provided that tn
!. owner, his widow, heirs or legal representa-
: tives as the case may be, shall not b.
: | Obliged to deliver said stock unless the offer
: to purchase the same shall include and cove
the entirety of the offerings under para
graph first or all of the offerings under para
, | graph second. All certificates of stocl
l. shall bear upon their face brief referenc
: to the rights herein established IN favor o
= the stockholders.
ARTICLE VII.-No stakeholder shall eve
lie held liable or responsible for the con
tracts, faults or debts of said corporation