The herald. [volume] (New Orleans, La.) 1905-1953, 1919-12-18
CHARTER.

shall call in the certificate or
certificates representing such stock and
pay the price or value thereof and cause
the same to be transferred on the books
Of the corporation.
CD The preference, option and right of
heretofore vested by Paragraph
ID in the other Shareholders shall exist
in full force and effect in their favor to
acquire the shares of stock of a deceased
stockholdcT, and the fOrmalitieS and course
OF procedure, the terms, conditions, stipu-
idtionS ana delays herrinahOye established
i'll said paragraph shall apply i'll all re-
spects to the procedure to be followed In
case of death. Immediately upon receipt
OF information of the death of any share
holder, ii shall be the duty of the Board
of Directors to cause the necessary steps
To be taken TO carry out and enforce these
provisions.
go The preference. option and right Of
purchase, hercinabOVe established, shall
run in favor of each shareholder of record
for his virilc share in proportion to his
existing holdings in the stock, but should
any shareholder fail to exercise his right
in this regard, his rights shall pass TO-
and be absorbed by the other sharchold-
erS, provided that the owner, his widow
heirs or legal representatives. as the case
may be. shall not be Obliged to deliver
said stock unless the offers TO purchase
the same shall include and cover the en-
tirety of the offerings under paragraph
Cd, or all of the holdings under para
graph (2D.
"a All certificates of stock shall bear
brief reference to the rights herein es-
tablished in the favor of the stockholders
ARTICLE N.-All the corporate powers
of this corporation and the management
and control of its affairs shall be vested
in. and exercised by a Board of Directors
composed of three stockholders, IA majority
of which shall constitute quorum for
the transaction of all business. The hi
rectors shall be elected annually by the
StOtkhOinHrS a IN no hnIH
the first Monday after the first Sunday
of each year in the month of January
said meeting to be preceded by three days
written notice to the stockholders Each
stakeholder shall be entitled, in person
or by proxy, to vote for every share
owned by him, and all elections shall be
held under such rules and regulations as
may be determined by the Board OF Di-
rectOrS. The Directors, when elected, shall
continue in office for one year. and un-
til their successors have been duly elected
and have qualified. No failure to elect
shall operate the forfeiture If this char
ter. ANY vacancy occurring on this Board
shall be filled by the remaining Directors
for the uneXpired terms. The Board of
Directors shall, at its first meeting after
its election, select out of its number, a
President, and one or more Vice Presto
dents and shall also elect a Secretary
Treasurer, who need not, however, be a
member of the Board. The President shall
have the right to appoint and dismiss the
pOratiOn at pleasure, and as the interest
and business OF the same may demand.
He may exercise this authority by proxy
ANY Director being sick or absent or about
to absent himself shall have the right to
appoint by written instrument another
Director or stockholders to act as his
proxy In his stead, at any and all meet
ings of the said Board of Directors dur
Ing his absence. The first Board Of d.
rectOrs of this corporation shall be COM
posed of the following named persons.
who shall serve until the election to he
held in 1920, namely: r. b. Thriffley,
New Orleans, La, $50 shares; w. ii. Cow
ley, New Orleans, La, 10 shares; ]. It.
Brandner. New Orleans, La, | share
ARTICLE VI-The funds of this cor
poratiOn shall be deposited from time to
time In a bank or banks to be selected by
the Board Of Directors. All checks, notes
or other instruments drawn, executed or
Issued, In the corporations name and be-
| half, shall be signed by the President and
the vice,President, or the Secretary Treas
urer. No officer shall thus sign or in
dOrse the name Of the corporation save
strictly in its concern.
| ARTICLE VII.-No stakeholder shall be
held liable or responsible for contracts.
faults or debts Of the corporation, nor
shall any mere informality in its organi-
cation have the effect of rendering this
charter NULL, or of exposing any stock
holder to liability beyond the unpaid bal
ance due on the shares owned by him.
ARTICLE VIII.-This act Of incorpora.
ton may be changed, modified, or alterer
or this corporation may be dissolved, will
the consent of the stockholders owning
three-fourths Of all the stock of this cor
poratiOn, at a general meeting convened
! for that purpose, and after at least thre
days written notice Of this meeting shall
have been given through mail addresse,
to each stakeholder at his last known plac
of residence. In case of dissolution by tn
expiration OF this charter, or otherwise
the stockholders shall elect a liquidatO
e from among their own number, who shal
: have full authority to settle and wind u
e the business and affairs of the company
o The terms and conditions of, and tn
s compensation for such services, shall b
e fixed at the time of election. In case Q
the death or disability of said commits
8 siOner or liiuidator before the liquidatio
d of the affairs of the corporation, the SUE
n cessOr to fill the vacancy may be app0in
d ed by the stockholders.
r ARTICLE IX.-Any and all notices an
k delays provided for by this charter ma
e be waived by the unanimous consent I
n the stockholders unless prohibited by Law
d ARTICLE X.-The names and postO
n flee addresses Of the subscribers to II
le capital stock Of this corporation, and d
IS number of shares subscribed by each
IS them, are as follows:
,e +. B. Triffiley, New Orleans. La, A
% shares; w. ii. Cowley, New Orleans, Ii
r. 10 shares; j. Il. Brandner, New Orlean
La, / share.
,fI The above named r. Il. Triffiley,
,r consideration of the shares Of stock SUI
r scribed to by him, hereby agrees to Sc
q transfer, assign and deliver to the Herbe
re May Company, Inc, all OF his right, tit
A. and interest In and TO the Schooner Her
Is ert May" and has this day executed a b
20 of sale Of said vessel In favor OF the sa
A. corporation. The above named nam'
IN Cowley and Brandner hereby agree to pi
k for the 20 shares of stock subscribed
IN them the sum of one hundred dollars ca
Id per share.
Nv The Schooner Herbert May" which b
r been offered by the said Frank u. Thri
r filey In payment of the stock subscribe
I'd is valued at the sum of forty nine thou
or and, eight hundred $40, 5000 dollars, al
in is owned by +. y. Triffiley.
re Thus done and signed In my notarl
ne office, at the City of New Orleans, afor
said, in the presence Of NOZZLE DubOu
ID and Alma Bertus, competent witnesses
d. lawful age and residing In this city, W
lis hereunto subscribe their names tOgeth
Id with said parties and me, Notary, on {
*, day and date set forth In the caption heI
he Of.
Ial Original Signed -
e. N o., La. $50 Shares
he W. H. COWLEY.
ali n o. La, 10 Shares
Id ]. #. BRANDNER,
n. o., La, Share
oh witnesses:
re- NOZZLE Dubourg,
I'd Alma Bertus.
he HENRY r. DART, JR..
mi Notary Public
ng I hereby certify that the above and foi