The herald., 1919-11-06
CHARTER.

vote and every such stakeholder shall be
entitled to one vote for each share Of said
common stock standing in his name on the
books Of the corporation, to be cast by
him in person, or by his written proxy,
and the majority Of such votes cast shall
elect.
Any vacancy occurring among the di-
rectors of said corporation by death, res
| ignation, or otherwise, shall be filed by
election for the unexpired term by the
| remaining directors.
| failure to elect directors on the date
above specified shall not dissolve the cor
poratiOn. nor impair its corporate exist
ence and management, but the directors
| then in Office shall remain in Office until
| their successors shall have been duly
| elected and qualified.
The Board of Directors at its first meet
! ing shall elect from its own number a
President and one or more Vice reSi-
| dents. They shall also elect a Secretary
and Treasurer, or one person to act as
| both Secretary and Treasurer, either of
whom may or may not be a member of
said board.
The Board of Directors from time to
time may name and appoint all such other
officers Gncluding one more vice pres
idents not members of the Board of Di-
rectorS) and agents as it may deem neces-
sary for the purposes and business of said
corporation. The said board shall have
power to fix and define the duties of every
officer and employee and all officers and
employees shall hold Office and employ
ment at the pleasure of the board.
The board may make and establish, as
well alter and amend all such bylaws
rules and regulations necessary and
proper in its judgment for the conduct
and management of the business and af-
fairs of said corporation. The Board of
Directors shall have full power and au-
thority to borrow money, to execute mort
cages and 10 create liens to issue bonds
notes and other obligations and to secure
same by mortgage pledge or otherwise;
and generally to do any and all things
reasonable, convenient and necessary for
the proper carrying on of the business
and affairs of said corporation; and. in its
discretion, to create and elect an Execu-
tive Committee TO be composed of three
or more of its members, to which COM
mittee the Board of Directors may grant
all or any of its powers to be exercised
during the interim between meetings of
the board itself
ARTICLE VI-This act of incorporation
may be modified, changed, altered or
amended or the capital stock of this cor
poratlon may be increased or decreased,
or this corporation may be dissolved, with
the assent of twO-thirds of the outstand-
ing common stock of this corporation
given and obtained at a general meeting
of stockholders convened for such purpose
or any of them, after previous notice of
such meeting shall have been given TO
each common stakeholder by registered
mail, addressed to him at his last known
place of residence and deposited in the
mails of the United States, at least fifteen
(l5) days previous to the date of said
meeting, unless other notice be prescribed
by law, in which event notice shall be
given in conformity to law.
Whenever this corporation NAV he dis
solved, either by liquidation or from any
other cause, its affairs shall be Huuidated
by five 90 commissioners to be elected by
the stockholders at a general meeting con-
hn
above provided, and after due notice; a
majority of the common stock present and
represented at such meeting shall be re-
quislte TO the election of such commits
Sloners. The said commissioners shall
remain in office until the affairs of said
corporation shall have been fully liGui-
dated. In case of the death or resignation
Oh any one or more of said commission
s sm, me vacancy or vacancies shall he
hlled by the survivor or survivors. In
the event of any disagreement among said
commissioners, the action of the majority
shall control and prevail.
ARTICLE Vino stakeholder shall
ever be held liable for the contracts or
faults of said corporation in any further
sum than the unpaid balance due the cor
poration on the shares of stock owned nv
him. nor shall any mere informaIitv i'm
organization have the effect of rendering
inns charter null, or of exposing a stock
holder to any liability beyond the unnaid
ARTICLE vIII-The following shall
constitute the first Board of Dirtcors of
this corporation:
H. G. DufoGr. New Orleans nI Ia Id
G. P. Ellis, New Orleans, La.
w Ellsworth, New Orleans, La.
George j. Glover New Orleans La.
X 5: Hecht, New Orleans, La,
charles F. Herb, New Orleans, La.
AVN +. Howard, New Orleans, La.
HAdolph kafz, New Orleans, La
Ernest M. Loeb, New Orleans. La.
BERNARD McCloskey. New Orleans. Ia
Hugn McCloskey, New Orleans, La.
W. T. SIMPSON New Orleans. La.
X. W. Wilmot, New Orleans. La.
4. III. Wilkinson, New Orleans, La.
me said Board of Directors shall hold
once until the second Tuesday in Janu
airy, 1921, or until their successors shall
nave been duly elected and qualified,
Inc subscribers TO the capital stock q,
dresses are: "
e. Allgeyer, New Orleans. La.
y. Dufour, New Orleans, La
Z. Il. Ellis, New Orleans. La.
+. w. Ellsworth, New Orleans. La
George j. Glover. New Orleans. La
X. 5. Hecht. New Orleans, La.
charleS 4; Herb, New Orleans, La.
Adolpb K aowa No. New ev,oS Orleans, La.
ernest NJ. Loeb, New Orleans. La.
Bernard McCloskey. New Orleans, Ia
Hugn McClOskey, New Orleans. La.
w. +. simpson, New Orleans, La.
X. W. Wilmot, New Orleans, La.
ID. wilkinson, New Orleans. La.
, Hugh McCloskey, trustee, New Orleans.
X; 5. Hecht, trustee, New Orleans La.
Number of shares omitted).
The subscribers hereto have written on
poslte their respective names the number
OF shares Of capital stock in said cornora-
tion subscribed for by each of them and
thls act or incorporation shall also serve
as the original subscription list of said
corporation. VI e"iu
~, ms done and passed at my Office in the
city OF New Orleans, on the day, month
ana year herein first above written in tho
presence or Eugene Thorpe and Jacob r
baer, competent witnesses, who have here.
unto signed their names, together with
the said appearers and me- notary after
due reading Of the whole.
tOriginal Signed) c. e. Allgeyer. TT q
puI0ur, Z. +. Ellis, F. w. Ellsworth. Coe
>. Glover; Charles F. Herb, Alvin p. How.
ara, Adoiph katz (by Alvin P. Howard).
NJ DerIard McCloskey, r. w. Wilmot, Ernest
son Thy c. F. Herb, Hugh McC1osray
Hugh McCloskey trustee, r. 8. Hecbt b
H. Wiiklnson Thy r. s. Hecht). r. 8
Hecht trustee. Number of shares s,h
scrlbed for omitted). suo-
Batter. ope' jacob +.
AL. c. HAMMER.
a., Notary Public.
L, the undersigned, Recorder of Nfort
cages cages IN and for the Parish of OrIeans
f fha eh OF Louisiana, do hereby certify that