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

other meetings OF the stockholders, the
voting shall be by ballot, and each stock
holder shall be entitled to one vote for
each share of stock standing in his name
on the books of the company, to be cast
in person or by written proxy.
Five per cent of the outstanding capital
stock of this corporation shall constitute
quorum at any and all meetings for
the transaction of any and all business,
except as otherwise provided by law. The
majority of stock voting shall decide all
questions, except as otherwise provided
by law, or by this charter.
The Board of Directors shall have the
right to fill for the uneXpired term any
vacancy occurring among the Directors by
death, resignation or otherwise, even
though the number be by said couses or
either of them reduced to less than a
quorum.
The failure to hold an annual election
or to elect Directors as above provided
shall not dissolve the corporation, but the
Directors and Officers then in Office shall
cause an election to be held as soon as
possible thereafter, notice of which shall
be given as above provided for the hold
ing OF the annual meeting of stockholders
pehulng which election the then Directors
and Officers shall remain as such until
their successors are duly elected and shall
have qualified.
The Board of Directors, shall, within
thirty days after each annual election
elect from their number a President, a
Secretary Treasurer. The Secretary Treas
urer need not be a member of the Board
of Stockholders, and the Board of Di-
rectors shall have the power to elect
from their number such additional Vice
Presidents and also such Assistant Secre-
tary-TreasurerS, as in their judgment seem
best, and such Assistant Secretary Treas
urers need not be stockholders or mem
bers of the Board of Directors
The Board of Directors shall have the
power of delegating all or any of its pow
ers in the transaction of the business OF
this corporation to committee or COM
mlttees of its own body or to officers and
agents of this corporation.
Any and all directors and officers shall
hold office at the pleasure of the stock
holders, who may, at any general meeting
convened for that purpose on notice MS
above provided for the holding of the an
sual meeting OF stockholders, declare such
dictatorship or office vacant. and select
q successor or successors to such director
or officer, and ii shall be the duty OF the
Secretary and the President to cali a meet
ing Tor mat purpose at the request in
writing of ten per cent of the canitaI
STOCK OF this corporation then outstand-
ing.
The Board of Directors shall have power
to adopt bylaws for the government of
this corporation, and to alter, amend or
abolish the same at pleasure at any spe-
cldl or general meeting of the Board of
directors, and no previous notice of an
intention to alter, amend or abolish the
bylaws shall be required.
The first Board of Directors shall be
composed of: Edwin l.. Powell, whose post
office address is 1855 TchoupitOulas Street,
New Orleans, La; w. Scott Bryan, whose
post office address is 1855 Tchoupitoulas
Street, New Orleans, La, and William ii .
Puryes, whose post office address is 1856
TChoupitOulas Street, New Orleans, La.
Who shall hold office until the annual
meeting in 1921, or until their successors
are duly elected and qualified, and Edwin
l.. Powell, shall be President; W. Scott
Bryan. shall be Vice President and Will
liam III. Puryes, shall be Secretary Treas
urer.
ARTICLE VI-ThiS act of incorporation
may be modified, added to or changed, or
said corporation may be dissolved in the
manner provided by the law of the State
of Louisiana, at the time such action Is
taken, at a meeting of the stockholders
convened for such purposes and called in
the sam1 manner as is provided herein
above for he calling of the meeting fOl
the annual election of the Board of Di-
rectors and whenever this corporation is
dissolved, either by limitation or by vote
of its stockholders, its affairs shall be
liquidated by three liquidating commits
SiOners to be elected at the general meet
ing of the stockholders called for the
purpose of voting on the questioneof liqui-
dation and in case of the death or resig-
nation of any of said commissioners. the
surviving or remaining commissioner or
commissioners, shall, within fifteen days
after such death or resignation, or as soon
thereafter as is possible, cause to be held,
general meeting of the stockholders at
which a successor successors to such
commissioner or commissioners. who Mas
have died or resigned shall be elected and
in the event of the death of all three COM
mlsslonerS general meeting of the stock
holders may be called by any of the stock
holders IN the manner provided for the
calling of the meeting for the annual cleo
ton of the directors for the purpose of
electlng three other commissioners In
the event that more than one stakeholder
attempt to call the general meeting of
stockholders just hereinabove provided for.
then the said meeting shall be held in
accordance with the first notice thereof
that may lie issued.
All meetings of the stockholders and of
the directors shall be held in New Or
leans, La, at the office of the companv
or II 1t have no Office, at some other
readily accessible place of business. nro-
vided, however, that with the written con.
sent OF all of the directors valid meet
lngs OF the directors may be held outside
ehe otdte OF Louisiana, or within the State
ELSEWHERE than its domicile and office.
any ana all notices by this charter or
oy law 10 De given to stockholders or TO
directors may be waived by the unanimous
consent OF the stockholders or of the di
rectors, respectively, except as otherwise
fntA g
lana. VI AouiS-
ARTICLE Vino stakeholder shall
ever be held liable or responsible for con-
tract or faults of this corporation in any
further sum than the unpaid balance due
the company on the shares of stock sub
scribed for by him, nor shall any mere
lnformality in the organization of this
corporation have the effect of rendering
this charter null, or of exposing any
stockholder to any liability beyond such
unpaid balance due ON said stock
In order that this charter NAV also
serve as the original subscription list re-
CURED by law, the subscribers to this act
OF incorporation have also written op-
pos1te their respective names. their respec
i've addresses and the amount of capital
by each of them. A"i
=, thus done and passed in nv office in
tue city of New Orleans, on the day and
IN the month and year first above writ
len IN the presence of George Denepra
ana Jeanne Hatrel, competent Witnesses
VINO hereunto sign their names with Iba''
SAID appearers and me- Notary. after Sne
reading of the whole. 'N- uue
Original Signed)
r: l.. POWELL, 9S Shares.
w. SCOTT BRYAN, / Share
W. ID. PURVES, 1 Share.
Witnesses:
Geo. Denegre,
J. Hatrel.
FELIX J. PUG.
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 IncOrpora-