The herald. [volume] (New Orleans, La.) 1905-1953, 1919-10-16


other shareholders. Failure of the stOckhod
ers to buy shall, by the mere expiration of tn
time limit. release the stockholders from tn
eSect of this provision.
2. Whenever any stockhC1er whose mold
ings, together with those of MS surviving wifi
of children. if any, shall aggregate twent
per cent or more of the capital stock of thi
| corporation, shall die, his successors, heirs q
| legal representatives will have the right t
| tender the whole of tn estock of this CORPORA
| ton owned by said decedent and his sUrvivin:
| wife or children, if any, to be purchased b.
| the surviving stockholders at the price set on
| in the first paragraph hereof. 1t shall be tn,
| duty of the Board of Directors to submit tn
| said offer to the stockholders, and il within
the time herenabove prescribed the offer shat
| not be accepted and the stock purchased, theI
| the said successors. heirs or legal repreSe mt a
| tives shall have the right to dem and the disso
| lIton and liquidation Of the corporation, anC
| in default to apply to any court of competent
| jurisdiction Cor dissolution of TINS corporation
| and the liquidation of the same any law t.
| the contrary notwithstanding. saving always
| however. the right to the said corporation il
| said proceedings 20 dissolve and hQuidate in
| the manner prescribed by the law of Louisi-
| ana
| S. No stock shall be held in this corpora
| ton by employees who are not officers, en-
| cept such as has been subscribed for in this
| charter or which may be transferred with the
| pOyee at the time of, or during employment.
| Whenever such employment ceases through
death, resignation, dismissal or otherwise, the
Board of Directors shall call the stock of that
person for transfer to the other stockholders,
as provided in this charter, but the price 70
be paid shall be book value as per inventory
last preceding such call the said price shall
be paid in cash within sixty days from such
call. No stock held controlled by such EN-
ployees shall participate in any new stock
her err tn he wi sold no
preceding provisions, unless with the consent
of the Board of Directors expressed by reso-
buttons entered on the minutes. For the pur-
poses of this Article. the inventory and books
shall be closed as of June 80. and December
81, in each year, from and after December
81. 1919 The substance of the foregoing pro-
visions shall be stated briey and succincty
in or on the face of each cert cate of stock,
and this shall be conclusive evidence and
notice to all persons dealing Herewith. The
Board of Directors is hereby constituted the
agent of the stockholders for the purpose of
enforcing and carrying out the foregoing pro-
visions.
ARTICLE V.-All the corporate powers
vested by law this charter in corporations
shall be exercised by the Board of Directors
of this corporation, including the right to
manage, control and direct the affairs of the
corporation, the corporate policy. and to sell
the corporation or merge the same into
other corporation, and to take in payment of
any such sale or merger, cash, bonds, notes
stock of the purchasing or merging cor
poration, or of new corporation, created for
the purpose. without the necessity of referring
either any of said acts to the stockholders
The Board of Directors of this corporation
shall be composed of seven stockholders, who
shall be elected Immediately after the sign
ing of this charter. and without further for
mality or delay, to hold office for one year and
until their successors are elected and qualified.
On the first Monday in January. 1920. and an
nually thereafter, an election shall be held by
the stockholders for a Board of Directors.
Such election shall be preceded by ten days
written notice to the ockholders, delivered in
person or sent by mail to the address given |
in the current city directory, unless the ad- |
dress of such stakeholder shall have been |
with the secretary, and in default |
of either, care of general delivery, New Or !
leans, La. The election shall be held at the |
office of the corporation at such hour as may !
be fixed by the incumbent Board of Directors, |
and under the supervision of two commission
ars. appointed by the same At such election
each stakeholder shall be entitled to one vote
for each share of the capital stock held by
him, and the persons receiving the highest
number of votes cast at said election shall be
declared elected. and the Board of Directors
thus elected shall meet and organize as soon
after election possible majority of the
whole Board shall constitute a quorum, and
Directors absent unable to attend may au-
hcrize Directors present to represent them by
written proxy filed with the secretary and
with all the powers such absentees could ex-
ercise if present in person.
All routine business matters shall be de-
,ided by the majority vote of the quorum
present at such meeting, notwithstanding any
hing in this charter or the law TO the con-
rary, but any matter thing affecting the
general policy, property corporate rights of
he corporation shall be adopted only by the
tote of the majority of stock held by the in
iividual members of the whole Board of Di-
-ectors, and proper minute entries shall be
made to show these facts. At its first meet
ng after election. soon thereafter as
the Board of Directors shall elect
4 president, and one or more vice-presdents
and secretary and treasurer. these last
named officers need not be stockholders, and
he two offices may be combined in one per-
ION by the Board of Directors.
The Board of Directors may establish by
avs, rules and regulations for the govern
nent of the corporation, and may also create
committees for the management of the sew
raj departments of its business, including an
Executive Committee of not less than three
members of the Board, which committee shall
re empowered to exercise all the functions of
he Board of Directors during the recess of
aid Board, those herein reserved for the
ull Board The Board of Directors shall fill
acancies occurring in this body during the
ERIN thereof. Meetings of the Board of Di-
ectors may be held at such times as shall be
ct by the Board itself, or at the call of the
resident and at the request of any two stock
olders.
ARTICLE VI.-This charter may be amend
d and the capital stock increased and de-
reased with the consent of two-thirds of all of
IS stock expressed at a meeting called for that
purpose in any other way permitted by
aw. ,
ARTICLE Widths corporation may be {
issolved with the consent of two-thrds of the
ssued and outstanding capital stock expressed {
meeting called for that purpose, or in any
ray permitted by law.
Upon the dissolution of the corporation 7,
y limitation or otherwise. the stockholders
hall elect from among their number one
r more lqudators and fix the terms, condi-
ions and other provisions regarding the liqu- :
alton, as well the compensation of the !
quidators. II
ARTICLE VIII.-No stakeholder shall ever &
held liable responsible for the contracts
r faults of this corporation in any further ]
Am than the unpaid balance due this corpora y
on on the shares owned by him, nor shall any q
ere informally in the organization have the I
feet of rendering this charter null or of ex-
osing the stakeholder to any liability beyond
ny unpaid balance. b
ARTICLE IX.-Wherever notice is required
Y law or by this charter the same may be
ven in writing delivered in person or sent | f
the last known address, as is prescribed in | n
rticle V of this charter, and twenty-four g
ours will be sufficient for ALL purposes except =
here otherwise prescribed by law. Any and =
| notices required by law or by this charter
ay be waived by unanimous consent of the
oard of Directors the stockholders as the :
Sc NAV be. and such waiver shall he on | n