The herald. [volume] (New Orleans, La.) 1905-1953, 1919-12-25
CHARTER.

aforesaid, 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.
60 The preference. option aud right of
purchase, heretofore vested by Paragraph
% in the other shareholders, shall exist
IN full force and effect in their favor to
acquire the shares OF stock of a deceased
stakeholder, and the formalities and course
or procedure, the terms, conditions, stipu-
I lations and delays hereiuabove established
! IN said paragraph shall apply in 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 1t shall be the duty Of the Board
of Directors to cause the necessary steps
! To be taken TO carry out and enforce these
/ provisions.
90 The preference, option and right of
! purchase, hereinaboye established, shall
run in favor of each shareholder of record
lor ms write share in proportion to his
/ existing holdings in the stock. but should
any shareholder fail to exercise his right
IN TINS regard, his rights shall pass to,
ana 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
( a 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 Board Of Directors
composed of three OCkholders, a majority
of which shall constitute quorum for
the transaction of all business. The hi
| rectorS shall be elected annually by the
stockholders, ut a meeting to be held on
| the hrst 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
heid under such rules and regulations as
| may be determined by the Board of hi
| rectors. The Directors, when elected, shall
continue in office for year. and un-
| til their successors have been duly elected
/ ana have qualified. No failure TO elect
| shall operate the forfeiture of this char
| ter. Any vacancy occurring on this Board
! shall be filled by the remaining Directors
| Tor the uneXpired terms. The Board of
| directors shall, at its first meeting after
/ Its election, select out of its number n
PRESIDENT and one or more Vice Presi-
/ dents, and shall also elect a Secretary
| Treasurer, who need not, however be n
member of the Board. The President shall
have the right to appoint and dismiss the
clerks, and other employees Of said cor
poration at pleasure, and AZ the interest
|
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 Di-
rectors of this corporation shall be com
posed OF the following named persons,
who shall serve until the election to be
held In 1920, namely: f. u. Thriffiley,
New Orleans, La, 4S0 shares; w. III. Cow
ley, New Orleans, La, 10 shares; J. IT.
Brandner, New Orleans. La, / share.
ARTICLE VI.-The funds of this cor
poration shall be deposited from time to
time In 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.
r ARTICLE Vino stakeholder shall be
held liable or responsible for contracts.
faults or debts of the corporation, nor
shall any mere informality In its organi-
zation have the effect of rendering this
u charter null: or of exposing any stock
y holder to liability beyond the unpaid bal
= ance due on the shares owned by him.
l. ARTICLE VIlI.-This act of incOrpora-
II ton may be changed, modified, or alterer,
, or this corporation may be dissolved, with
'e the consent OF the stockholders owning
"a three fourths of all the stock Of this cor
:; poration, at general meeting convened
10 for that purpose, and after at least thre,
~ .ays' written notice Of this meeting shall
ss have been given through mail addressed
es to each stakeholder at his last known place
70 of residence. In case Of dissolution by tn,
u expiration Of this charter, or otherwise
the stockholders shall elect a liquidato
be from among their own number, who shall
n have full authority to settle and wind NJ
re the business and affairs OF the company
and AH - n
es compensation for such services, shall b
ne fixed at the time of election. In case O
the death or disability OF said commits
es sioner or liquidator before the liquidatio
i'd of the affairs Of the corporation, the sue
en- cessor to fill the vacancy may be appoint
I'd ed by the stockholders.
or ARTICLE IX.-Any and all notices an
ok delays provided for by this charter ma
ne be waived by the unanimous consent q
i'm the stockholders unless prohibited by Law
i'd ARTICLE X.-The names and postoi
er flee addresses OF the subscribers to I'll
he capital stock Of this corporation, and tn
'ss number Of shares subscribed by each {
RS them, follows:
me f. y. Triffiley, New Orleans La, 4:
to shares; w. III. Cowley, New Orleans, La
"a 10 shares; J. T. Brandner. New Orlean
La, / share.
Of The above named r. b. Triffiley,
or consideration Of the shares OF stock sui
,r- scribed to by him, hereby agrees to sci
VS. transfer, assign and deliver to the Herbe
ire May Company, Inc, all OF his right, tit
"a and interest In and to the Schooner 'Herl
ITS ert May" and has this day executed a bl
,se of sale OF said vessel in favor OF the sa
III corporation. The above named name
on Cowley and Brandner hereby agree to pa
X for the 20 shares OF stock subscribed B
on them the sum Of one hundred dollars cas-
aid per share.
nv The Schooner Herbert May" which hi
ir- been offered by the said Frank u. Thri
mr. filey in payment of the stock subscribe
Ird Is valued at the sum Of forty nine thou
ter and, eight hundred (s49. 5000 dollars, ar
a. is owned by +. p. Triffiley.
ore Thus done and signed in my notari
the office. at the City OF New Orleans, afer
said, in the presence Of NOZZLE Duboul
led and Alma Bertus, competent witnesses
,d- lawful age, and residing in this city. wi
his hereunto subscribe their names togeth
aid with said parties and me, Notary. on Il
ok. day and date set forth In the caption her
the Of.
ual Original Signed) -
lon r. u. THRlftlLEi,
re- N. o., La, 40 Shares.
the w. III. COWLEY.
all N o. La. 10 Shares.
aid ]. r. BRANDNER,
N. o., La, Share.
Ich witnesses:
re- Noelie Dubourg,