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

who made the offer to sell or otherwise
dispose of the stock, may sell or otherwise
dispose of ii in any manner and at any
price that he or they may see fit. But
each share of stock is issued under the
condition and understanding that no
stockhOlder shall make sale or transfer
Of his stock in violation of this provision
ana such sale or transfer if made shall be
void, and this company shall be under
no obligation TO list said stock on its
books or to regard the holder of the certl-
hcate thereof.
ARTICLE VII.-The corporate powers
of this corporation shall be vested i'll and
| exercised by Board of Directors COM
posed of not less than three and not more
than five stockholders, two of whom shall
constitute a quorum if there are three di-
| rectorS, and three of whom shall COnst-
tute "A quorum if there are four or i've
directors, for the transaction of business.
The Directors of this corporation may
vote in person or by written proxy at any
| OF the meetings of the Board of Directors,
and the Board Of Directors may delegate
any of its powers TO any officer or off
GERS or any other representative of the
company by appropriate resolution TO that
effect.
The first Board of Directors Of this
company shall be composed of the fol-
lowing George W. Prechter. 5. r. Alcus
W. Il. Morgan, Henry Alcus, Ralph j
SchWarz, with ). Il. AcuS as President
Geo. W. PreChter as Vice President; Henry
Alcus as Treasurer; W. Il. Morgan, AS See
Rotary.
The Directors shall elect from their num-
Der President, one or more Vice Prpsi-
dents, Secretary and a Treasurer-the
two latter offices may be combined at the
discretion of the Board. And they shall
serve until the second Wednesday II Jan.
uary, 1921. or until their successors are
elected and qualified.
The Directors shall be elected Annually
by the stockholders. at Il meeting held on
the second Wednesday in January, in each
, year thereafter
Notice Of such meetings shall be civer
flfteen days prior to the date of the meet.
, ing IN writing, sent to each stOckholdel
, at his last known address. The Board
of Directors may change the date of suct
meetings by giving notice in the manner
above provided. Notice may be waived
provided all the stockholders consent il
writing to such waiver of notice
, Each stockhOlder shall at such annua
, meeting or other meeting, general or spc
cial, be entitled, in person or proxy, Il
, one vote for each share of stock owned
by him
Elections shall be held under such rule.
ana regulations as may from time to tim,
be determined by the Board of Directors
= Inc directors when elected, shall holC
: office Tor one year or until their sue
. cessors shall have been elected and quail
nea ana failure to hold the annual meet
, ing of the stockholders or to elect an
nuaily the directors, shall not operate tn,
forfeiture OF this charter of any right:
thereunder
Any vacancy occurring in the Board o.
directors may be filled by the Director,
for the unexpired term, and in the even
that the remaining directors cannot agre,
upon the person to be appointed to fill tn,
vacancy, then stockholders meeting shal
be duly called to elect new director
The Board of Directors may be increased
from three to five by majority vote OF
I the outstanding stock at any annual meet
ing or at any special meeting of the stock
holders called for such purpose and with
out the necessity of any amendment OF
alteration of this charter
Z ARTICLE VIII. This charter or act O
I incorporation may be changed. modified
{ altered or amended by and with the con
g sent of two-thirds of all the stock present
at any meeting, general special, hello
for that purpose: and such amendment
e may be material or immaterial subjec
/, only to limitations as may be by law
f provided; and this corporation shall hav,
the power to increase or decrease il,
capital stock as hereinbefore set out, anC
any increase in the capital stock in ex
f cess of the amount named herein as tn,
amount to which it may be Increased may
e be made by three-fOurths vote of al
, outstanding stock.
ARTICLE IX.-Notice of any and al
meetings referred to in this charter OIL
required by law, shall be given in tn,
manner provided in giving notice in cas-,
of elections, unless the same shall have
been waived.
I In case of the dissolution, liquidation
or termination of this charter, by limita
1 tion or otherwise, the affairs of this cor
Q poration shall be liquidated by one oil
more liquidators elected by the stock
holders, who may provide the number o
s said liquidators and vest them with sucl
r power and authority as may by law b,
: permitted, and fix the terms and condi
tons upon which they shall serve ant
e their compensation, and provide that il
5 case Of disability of any of said liquida
/ tors, the remaining liquidators may fill tn,
o vacancy or continue to act on behalf o
the corporation.
D ARTICLE Mo stakeholder of thi
corporation shall be liable or responsible,
! for any costs. contracts, debts or fault
r of this company, or any of its officers. no
shall any mere informality in organiza
i ton have the effect of rendering thi
/ charter null and void, or of exposing t:
y stakeholder to any liability beyond tn
, unpaid balance due on the stock held b,
n him.
. ARTICLE XI.-The subscribers heret,
: have written opposite their names tn
r number of shares subscribed to by eacl
: or them and their post office addresses
p so that this charter may serve as tn
subscription list of the corporation; al
v of which subscriptions are payable in tn
: manner and form set out herein.
+ Thus done and passed at my office II
: the City of New Orleans, Louisiana, OF
: the day, month and year herein first abov
written in the presence of VIM. J. Gust
a and Walter Revertiga, competent wit
n nesses, who have hereunto signed thes
n presents with the said appearers and me
A Notary, after due reading of the whole
a Witnesses:
!. Williams J. Guste
Walter Revertiga.
: Recorded in NJ. o. B. 1898, folio 8. Par
;. ish of Orleans.
r. (SeaD
q HERMAN L. BARNETT.
Notary Public.
r A true copy.
o HERMAN l.. BARNETT,
= Notary Public