The herald. [volume] (New Orleans, La.) 1905-1953, 1919-08-21
CHARTERS.

and they shall be thereby specially subro-
gated 10 the rights of the original pledges
or any subsequent pledges in all particulars
Where the stockholders of the corporation
are accorded either the right OF purchasing
shareholders stock OF taking up his
pledge obligation, as hereinabove set TORN,
such right shall devove upon the said stock
holders, first, in the proportion OF their indi-
vidual holdings of stock, and then Tatabiy
among the remaining stockholders should
any particular stakeholder not elect 10 ex
ercse his right, and so on, until the night
shall remain in one stakeholder, if all other
stockholders should decide not TO exercise the
right.
The corporation shall make transfer OF
stock where the provisions Of the foregoing
paragraphs have not been fully complied
with, and the corporation shall also be EMIT
led to demand, and shall so demand OF
both the seller and the purchaser OF stock
in all cases, before making a transfer OF
such stock upon the books of the corporation,
an affidavit as to the amount truly paid
for the stock and facts showing the entire
bona iides of the transaction.
The shares OF stock OF this corporation shall
be transferable only upon the books OF the
corporation, and no transfer OF any stock
shall be binding, or have any effect, upon
the corporation, unless, and 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 in
debtedness, secured or unsecured, however,
evidenced or created, due at any time to the
corporation by the holder of stock, and no
transfer OF stock shall be made IN contra
vention OF these conditions.
ARTICLE V-The corporate powers of this
corporation shall be vested in, and exercised
bv Board of Directors, consisting OF four
stockholders, and three members OF the Board
shall constitute a quorum for the transaction
of business The first Board of Directors
shall be composed of Alfred Henry Clement,
Arthur Methe, James Robert GoodsOn, and
George Mather Conrad, whose POst-ottlce ad-
dresses those set opposite their respec-
tive names in their subscriptions to the capl-
tai stock OF this corporation; Alfred Henry
Clement shall be President of the corpora.
ton; rthur Methe, the ce-President, and
G. VI. Conrad and T. r. GOodson, the Secre-
tary and Treasurer, respectively, all OF whom
shall serve until the first annual election of
officers. as hereinafter set forth, or until |
their successors are elected and qualified
The first annual meeting for the election
OF officers of the corporation, who snail be
a president, vlce-presdent, and secretary
and treasurer, which last office may be com
bined in one person, shall be held on the
first Tuesday in July, 1920 and on the first
Tuesday in July, OF each year thereafter,
unless such day should be holiday, or half
holiday, when the meeting shall be held on
the next succeeding day. not holiday or
half holiday. All such elections shall be by
ballot. and held under the supervision OF
two commissioners, to be appointed by the
Board OF Directors. FOR all elections OF
Directors BY the stockholders, at least fiji
teen days notice shall be given to each
stakeholder by written notice served person
ally on the stockholder mailed to him at
his last known place of residence. as shown
bv the books of the corporation. Each stock
holder, of record as such the books of
the corporation, shall be entitled TO cast one
vote for each share of stock held by him in
all cases in which stockholders may vote,
and such vote may be cast in person or by
s~I eh,11 he laA Nrt+h
the Secretary.
Immediately upon their election, the Board
of Directors shall elect from their number
the officers of the corporation. A failure,
however. to hold an election of any char
acter, called for by this charter, shall not
invalidate this charter affect the exist
ence OF the corporation, but the persons in
office shall remain until an election is
held and successors in office qualified.
The Board of Directors shall have authority
at any time to appoint an Assistant Secre- |
tary, who shall be clothed with such func-
tions as are usually incident TO such office, |
or the Board of Directors may specifically |
define the duties of such office. Such as
sstant secretary shall not, however be a |
member of the Board of Directors, and need
not be a stakeholder OF the corporation.
All vacancies occurring the Board of
Directors between elections shall be filled
by the remaining Directors for the unexpired |
term of said Board; and any Director shall
be filed with the Secretary, another Director |
or stakeholder to act for him Director, |
when such Director not himself, act.
All employees of the corporation shall hold |
their positions subject to the pleasure of the
Board of Directors. The Board of Directors |
shall be entitled TO draft bylaws. rules, and
regulations for the corporation and the trans |
fer of stock not inconsistent with the pro- |
visions of this charter any provisions OF
law provided the stockholders may them |
selves amend, modify, or change any by |
laws regulating the stockholders meetings. |
Any Director may at any time be removed
by a majority vote of the stock present, or
represented, at a meeting of stockholders be |
fore which such meeting the question of re-
moval can be legally presented, and re
moval from the office of Director shall, at
the same time. terminate the tenure of any
other office held by such Director, together
with any emouments thereof. Upon such
removal, the Board of Directors shall be
entitled TO fill the vacancy, unless the stock
holders should themselves elect to do at
the time of making the removal.
ARTICLE VI.-Whenever this corporation
shall be dissolved. whether by expiration of
its charter, or otherwise, two liquidating
commissioners shall be elected by the share
holders to wind up the affairs of the corpo-
ration. In the event of the death of one
of these liquidatng commissioners, of
the inability of one to act, the other shall