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

except as preferred stock Glass "A"
s. No transfer of stock shall be bind
ing upon this corporation except when
made upon its books by the surrender of
the outstanding certificate and its proper
endorsement by the owner or his duly
constituted agent or attorney in fact and
no transfer of stock shall in any event
be made until the owner thereof shall
have shown cOmpliante with provisions
of Article VI of this charter, as herein
amended.
ARTICLE V.-AH the corporate pow
erS of this corporation shall be vested
in, and exercised by, a Board of Directors
TO be composed of not less than four nor
more than nine stockholders. When
there Is an even number Of directors, one
half of the Board shall be composed of
preferred and the other half of common
stockholders. When there is an uneven
number of directors, the majority shall
be composed of preferred stockholders.
In the event that the Board of Directors
consists of an even number of stock
holders, then the preferred stockholders
shall nevertheless be entitled to have 4
majority of their number on said board
whenever the dividends on said preferred
stock, as hereinabOve provided, shall be
come in arrears. Whenever the preferred
stock shall have all been retired then
the Board of Directors shall consist en-
tirely OF common stockholders. The di-
roCtorS of the company may attend meet
lHSS OF tue Board OF directors either IN
person or through their duly constituted
proxies.
All elections for directors shall be by
ballot and conducted at the office of the
said corporation at such hours and under
such conditions as the Board of Directors
shall prescribe. Every stakeholder shall
be entitled to vote in person or by proxy.
and the majority of votes cast shall elect.
The meeting of stockholders for the cleo
ton of directors shall be held annually
on the second Monday in February, be
ginning in February, 1920, The directors
who shall have been declared elected shall
meet on the day following such election
unless such day be dies non. then on
the next succeeding business day. and
elect the officers provided for in this
charter, who shall then and there proceed
to transact the business of this company.
Any vacancy existing or arising among
the directors by reason of death or resig-
nation or otherwise in the interval be-
tween the annual meetings of stockholders.
shall be filled by election for the re-
mainder Of the term of the Board by the
other Directors, even though no quorum
remain among them.
The failure to elect directors on the day
above provided or to hold the annual
meeting of the stockholders of the com
pany, shall not operate to dissolve the
corporation or to affect its corporate ex-
istence but the directors then in office
shall continue until their successors are
duly elected and qualified. and shall cause
another election to be held by the stock
holders so soon as possible thereafter,
after ten days notice thereof shall have
been given in writing to each stakeholder
at his last known address.
The officers of this corporation shall
be President, one or more Vice-PreSi-
dents (the number to be left to the dis
erection of the Board of DrectOrs), a Sec
rotary and a Treasurer.
ARTICLE VI-None of the stock of
this corporation may be sold. assigned or
disposed of by any holder thereof unless
he shall first offer it in writing for thirty
days to the Board of Directors at its then
book value; and any sale or other dis
position, pledge or other encumbrance of
said stock shall be made subject to this
provision of the charter. If the Board
of Directors shall fail to exercise its right
to buy in said stock within said period,
the holder thereof may make such dis
position of the stock as he desires
mo transfer of stock shall be made or
be binding upon the corporation unless
made on the books of the company and
pursuant to the provisions of this char
ter"
Thus done and passed at my office in
the City of New Orleans, State of Louis
lana. in the presence of MessrS Herbert
S. We'll and George W. Simons, competent
witnesses, who hereunto sign their names
with the said appearerS and me, Notary,
on the day and date first above written,
after due reading of the whole
(Osiginal Signed)
MARCEL KRAUSS. President.
ALEXANDER KRAUSS, Secretary.
Witnesses:
Herbert s. We'll,
Geo. W. SimOnS.
ELDON S. LAZARUS.
Notary Public.
!, the undersigned, Recorder of Mort
cages, in and for the Parish of Orleans.
State of Louisiana. do hereby certify
that the above and foregoing act of
amendment of the Krauss Brothers Lum-
Der Company was this day duly recorded
in my office in book 1881, folio 1876.
New Orleans November %, 1919
tSigned) EMILE J. LEONARD, d. r.
y true copy.
ELDON S. LAZARUS.
Notary Public.
Dec, 11-Jan ID