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

OF TINS Charter IN regard 10 lne ShdfeS OF
stock of which the option Is hereinabOye
given to the said $. Ii. LiyaudaiS, e. y.
LelOng and Michel Lelong.
ARTICLE VI. All the corporate pow
crS Of this corporation shall be vested IN
and exercised by board OF directors com
posed of hVe stockholders, four of whom
shall constitute Il quorum.
=. Said directors shall be elected at a
general meeting of the stockholders of this
corporation, to be held on the first We'd
nesday of October in each year, unless
said day be u legal holiday, III which
event said election shall be held on the
next succeeding business day.
3. Notice of said election shall be given
by written notice addressed TO each stock
holder at his last known place OF resi-
dence seven days next preceding the date
OF said election and said notice may be
given by registered mail.
1. The said board shall, at its first meet
ing, elect from its members president,
Il vice president ana general manager, Il
secretary treasurer or Il secretary and
treasurer.
}. The first election for directors under
this charter shall he held on the first
"Wednesday OF October, nineteen hundred
and twenty, until which time ana until
their successors shall have been duly
elected and qualified the following per
sons shall constitute the first board of di-
rectorS: Michel LelOng, ). IL. Livaudais,
G. \. Lelong, Mrs. A. II. ChaffraiN and
Mrs. NJ. Olivia Lelong, with the said
Michel LelOng, as president, :. III. Livau-
daIS rs Nicc-president ana general man
agcr, G. y. Lelong, as secretary treasurer.
d. If any vacancy should occur among
the directors by death, resignation or
otherwise, such vacancy shall be 1illed by
the remaining directors, and the person
50 elected shall hold office during the re
mainder Of the term of said board of di-
reCtorS.
I. The failure from any cause to elect
directors on the day stipulated shall not
have the effect of diSsOlvinS this corpora
ton, but the directors and officers then in
office shall hold over until their sue
cesSOrS shall have been duly elected and
qualified. In the event of any failure TO
hold the election on the day stipulated,
the president of this corporation, or i'll
his absence the vice-president shall inn
mediately call new election, to be held
after notice as hereinabOvc provided.
:. At all elections and meetings of stock
holders of this corporation each stock
holder shall be entitled to one vote for
each share of stock registered in his or
her name and may vote i'll person or by
proxy. All elections shall be by ballot.
.. The board of directors shall meet at
least quarterly.
TO- Besides the annual meeting to be held
as above provided, meetings of StOCkhOld-
ers may be held whenever the board of di-
rectors may deem it advisable, or at the
request of any of the stockholders.
ARTICLE VI.-The net earnings of the
corporation shall be applied as follows
and i'll the following order:
l. An interest of six per cent shall be
paid on all the full paid stock.
>. Twenty-Five per cent of the remain
der shall be set aside as Il reserve lund,
until the said reserve shall have reached
the total sum of twenty five thousand dol
lars.
3. 500 1000 of the remainder, after de-
Il L,fI int nd hgn
paid as il dividend on the full paid shares
| OF stock herein subscribed for.
f. And of the remainder 50 per cent Will
| be paid to the said ). H. Livaudais. c. \.
| l.elOng and Michel LelOng, i'll the follow
ing proportions, for their services to the
| corporation, i'll addition to any salary
! allowed to them, to enable them to pay
| for the said shares of stock which they
| have the option to subscribe for as afore-
| said and the same to be gradually applied
| to the payment of said stock as subscribed
| for, by them, to-wit: 40 per cent TO Mr.
| 5. III. Livaudais; 80 per cent TO Mr.. {. a
| Lelong; 10 per cent to Mr.. Michel LelonS
| All of which is hereby accepted and
agreed to by them.
| >. As the said shares of stock shall be
| gradually paid for in full in the manner
| aforesaid, or in cash if the said parties
chose to pay cash for the same, the said
pro rata of net earnings allowed to the
| said S. ii. Livaudais, G.. y. Lelong and
Michel LeIong shall be diminished in pro
portion to the shares paid for in full anC
the amount reserved for dividend shall b'
propOrtionately increased to cover th'
dividend on the shares of stock of which
the option is herein given, as the same
will be paid for and become 1ull palC
stock.
:. G. Certificates of stock shall be delivered
to them for full paid shares of stock only
and when the same shall have been Iuli!
paid for. And the said shares of stoci
when fully paid for shall be entitled Il
the same interest profits, dividends an6
advantages as the shares of stock Orlgl
nally subscribed for and paid in FULL
4. In case of the death of the said
ii. Livaudais, {. a. Lelong, or Mlchel lie
| long the heirs of the deceased VIII be en-
| titled TO number of shares correspond
! ing in amount to the amount coming U
or paid by the deceased on SAID snare
and the said prOrata on proht herein al
| lowed shall not go to the heirs or lega
representatives of the deceased but wil
, cease and terminate ipso facto from IN
. | date of such death.
. ARTICLE VII.-No stakeholder shall
have the right to sell or transfer his
her shares of stock or any part thereo
to any one who is not stockhoider Q
| said corporation unless he shall have mrs
| offered the same to the other stocknoluef
| at the book value thereof as hxed Dy IN
board of directors, allowing nfteeh ga!
for the accepting or rejecting OF the oIlel
!, After which delay, only if the offer Q
purchase is not accepted, the stocknolue
, desiring to sell his shares may sell IN
same to any one not Il StockhOluef LII
p provision shall be printed on the race U
r ! in the body of all certificates OF STOCK.
ARTICLE VIII.-No stakeholder of tn
CORPORATION shall be held liable or II
: sponsible for the contracts or deDts
y this corporation, or its faults or deIauit
4 i'm any further sum than the unpaid ba
n ance due this corporation on the snare
o of stock subscribed for or owned by MN
o nor shall any infOrmality in organlzatlo
O have the effect of rendering, TINS chart.
!, | null or of exposing any stockholder
), any liability beyond the unpaid balane
! if any, due on his stock.
r hRTICLE IX.-The parties hereto hay
: annexed to this charter, as conditions a
A tached to the formation of this corpor'
: ton certain rules and agreements slBhe
h Inv them and which they hereby declal
i TO be permanent and irreyocable Wlth0'
O the unanimous votes of all the stockhoI'
d ers of the corporation given az gener
s meeting of the stockholders called for IN
y purpose.
IS ARTICLE X.-The capital stock OF Tn
IT cornorotion may be increased up to u
" sum of two hundred thousand dollars,
the manner provided by law.
ARTICLE XI.-Whenever in the JUDI
mont of the board of directors or OF al
II stakeholder it shall be deemed advlsab
n and for the benefit of the corporatl'
ie that it should be dissolved, a meeting
the stockholders shall be held to Vo
thereon as provided by Secuoh % Vi 50
Act No 267. of the session OF the Ge
y eraI Assembly for the year 1914, ana .
u said corporation may be dissolved by .
;, vote of two-thirds in interest or all q
re Stockholders of the corporation Civ
les at the said meeting or at any ad1ourn