The herald., 1919-11-27
CHARTER.

- " . tudh ullcu Qdls DTlOT l(
the meeting and the last advertisement ap.
pearing on the day Of the meeting. Every
Board of Directors shall at its first meet.
ing after its election, or as soon there.
after as practicable, elect a chairman of the
Board, a President and Treasurer. and q
Vice President and Secretary, from theil
own number. A failure to elect Directors
on the date above specified shall not dis.
soIye the corporation, but the then exist.
Ing Board of Directors shall continue t.
hold their Offices, and another election
snail De held as soon thereafter as practi-
cable, at a time to be fixed by the Board
of Directors then in office, whereof fifteen
days prior notice shall be given in the
manner above provided, which said notices
snail be full and complete notice to all
stockholders of such meetings. In tbe
event no election takes place at the second
meeting, or II no second meeting shall be
called or held, the Board then in office
shail hold over until the next annual meet
ing or until their successors are duly elect
ed and qualified. Any vacancy occurring
IN said Board of Directors, from any cause,
shall be filled by the remaining Directors,
Inc board OF directors may make such by
laws, rules and regulations as they NAV
th1nk proper for the transaction of the
business and affairs of said CORPORATION.
ana change, alter and amend the same at
pressure, and shall exercise all the powers
of this corporation. or NAV delegate tho
same to one or more officers at its pleas
ure; appoint and fix the salaries of ali off
GERS, clerks and employees, not herein men
teihS ~ ShduSc UT ulSm1SS M
pleasure; fix the salaries of the OFFICERS
provided Tor herein; sell, convey, mortgage.
pledge, lease and purchase rights. priv
lleSes' franchises, property, movable, i'm
moVabIe and personal; borrow money, lend
money, issue notes and bonds: make CON
tracts and sign or cause to be signed nv
oIncers or directors specially or generally
authorized by the Board of Directors an
necessary acts, deeds, etc, and adopt a cor
porate seal, the same to change or altar or
dispense with at pleasure; and to do ali
thlhgs which may be necessary to he dons
In the management of said business and
permitted by the laws applicable to cor
preparations.
ARTICLE VINO %stockholder shall ba
ailowed to dispose, directly or indirectly.
III whole or In part, of the shares of stock
held or owned by him without first giving
twenty days notice to the Secretary of this
corporation of the intention of such stock
holder to dispose of his shares of stock in
Wnole or In part, which notice shall state
oamnes NUMBER or shares proposed to be sold
ana the price at which such stakeholder
proposes to sell, and whether or not he has
received a bona fide offer for any portion
9f Ine shares OF stock proposed to be sold.
III such bona fide offer has been made Tho
notice shall state the highest price offered
1or said stock and the name of the nerson
onering the same. If the offer be in writ
Sns ~ must accompany the notice. The
secretary shall t~hereupOn transmit to aacb
stockholder a copy of such notice. certi-
NED by him to be correct. During tbe
twenty days subsequent to the said no.
a ne oy tne SAID stockholder to the Secre-
tary, the other stockholders of this cornor-
aslon shal! have the privilege and option
OF purchasing the shares of stock pronosed
70 De sold at the price named in such no
b ~ or at tne highest price offered by any
iona noe purchaser. Should more than
one stockholder desire to purchase said
STOCK at such price, the shares of stoct
proposed to be sold shall be proportionate-
Nv 0IXlnpd Qmnnn ar,aL
SIRE TO purchase the same and give notice
10 the secretary to that effect prior To the
EXPIRATION of twenty days above nrovided
ror. AZ none of the stockholders elect to
purchase the said stock within the time
above provided, the stakeholder pronoSino
TO sell shall have the privilege and is an,
thorlzed to sell the stock about which he
ta a gwen notiee In accordance with the
Terms and conditions of the notice given
oy MIN, and not otherwise. The Officers nj
Inls corporation are hereby prObibited
rom issuing certificates for stock sold con-
ofary 10 or IN conflict with the provisions
OF this charter.
ARTiCLE vIII.-This Charter may be
enanged, modified or altered, or said cor
porat1on may be dissolved in the manner
ana by the majority fixed by law at anv
general meeting of said corporation con,
nenea TOT such purpose, after fifteen days
pIesious notice, as required by law, shall
AVE Deen given in the manner provided in
article VI Of this charter. But any and
an meetings of stockholders, whether for
pose, may be held at any time w;tbout
notlce by unanimous consent of All stock-
tary. WIN ~ Secre-
ARTICLE K.-whenever this cornora
tlon Is dissolved, either by limitatinn or
rom other cause, its affairs shall be lioui- |
stockholders to be chosen for that nurnoso
ny a majority In amount of the stockboId-
ers present or represented at a general
n1ectinng q, OF the stockholders at which the
remain In office until the affairs of said
corporation shall have been fully Honi- |
oaaea; IN case Of the death Of one of said
ity OF Sns rs Or Of the refusal or inabiI-
shall continue to act and may select sns
osner stockholder in the place and stead
Oh tne commissions who shall have ceased |
ton and me resident may in his discre-
Oh ,wenty-hve per cent of the stockholders
caL a special meeting of the stockboidars
OF this corporation.
ARTICLE X.-No stockboIder shall .va-
liable or responsible. for the contracts
fber au,ts OF this corporation in any fur
th er sum than the unpaid balance due TO
sne company on the shares owned by or
supscIiDed Tor by him nor shall any in
,ormaIity IN organization have the effect of
axnueinng TINS charter null and void, or of
W any LaD1nty. |
Thus done and passed at nv offica IN
the city of New Orleans. on the dav
month and year first above written. I'm tSs
presence OF Messrs. Louis A. Hubert and
Sylvester Titus, competent witnesses ra-
sidlhg IN this city, who have hereunto
slghed their names with the appearers and
Notary, after due reading of the whole
Orlglnai signed: L. A. Hubert. Sylvester
Titus, Campbell-P alfrey and others
j. ZACH. SPEARING, Not. PM.
!, the undersigned, Deputy Recorder q,
Mortgages, in and for the Parish of Or
State of Louisiana, do hereby certifn
me above and foregoing act of incornora,
non or Palfrey-Villere Export Compenu
me, was this day duly recorded IN tSs
Mortgage Office. Parish of Orleans in
BOOK 1871. folio -
New orleans, La. October 30. 1919.
'oisned) EMILE LEONARD.
Deputy Recorder of Mortoape /
i; the undersigned, Notary Publ;c in
mo Tor the Parish of Orleans. do berahv
,ertiIy the above and foregoing to he q ,
ana correct copy of the ~oripinaj act
y incorporation of Palfrey- Villere Export |
company, Inc, ana Of the certificate of tbe
of Mortgages for this nar;sb
,ffice. feeoro IN my
In faith whereof I have hereunto set uv
1and ana OFFICIAL seal on this 3lst dav ~
(Signed) zAcu spr.,r |,
Notary Public !
AMENDMENT TO CHARTER NEW OR. {