The herald., 1919-10-23

| Boards notice and paid for in cash within
| ninety days from such notice The stockhold
| ers shall have the right to buy said shares il
| proportion to their holdings. and any shares
not taken in proportion may be taken by thu
| other shareholders Failure of the stockhold
| ers to buy shall, by the mere expiration of the
| time limit, release the stockholders from the
| eSect of this provision.
2. Whenever any stakeholder whose mold
ings together with those of MS surviving wifi,
| of children, if any, shall aggregate twenty
| per cent or more of the capital stock of this
| corporation. shall die, his successors heirs 81
| legal representatives will have the right tC
| tender the whole of tn estock of this corpora
| ton owned by said decedent and his surviving
| wife children, if any, to be purchased BY
| the surviving stockholders at the price set out
| in the first paragraph hereof. 1t shall be the
| duty of the Board of Directors to submit the
said offer to the stockholders, and if within
| the time hereinabove prescribed the offer shall
| not be accepted and the stock purchased, then
| the said successors, heirs or legal representa-
| tives shall have the right to demand the disso-
| lrtion and liquidation of the corporation, and
| in default to apply to any court of competent
| jurisdiction Cor dissolution of this corporation
and the liquidation of the same. any law to
the contrary notwithstanding, saving always,
| however, the right to the said corporation in
said proceedings 20 dissolve and liquidate in
the manner prescribed by the law of Louisi-
ana
5. No stock shall be held in this corpora
ton by employees who not officers, en-
cept such as has been subscribed for in this
charter or which may be transferred with the
consent of the Board of Directors to such EN-
ployee at the time of, or during employment.
Whenever such employment through
death, resignation, dismissal or otherwise, the
Board of Directors shall call the stock of that
person for transfer to the other stockholders,
as provided in this charter, but the price to
be paid shall be book value as per inventory
last preceding such call the said price shall
be paid in cash within sixty days from such
call. No stock held or controlled by such en-
ployees shall participate in any new stock
hereafter to be issued when sold under the
preceding provisions, unless with the consent
of the Board of Directors expressed by reso-
lutions entered on the minutes. For the pur-
poses of this Article, the inventory and books
shall be closed as of June 80, and December
81, in each year, from and after December
81, 1919 The substance of the foregoing pro-
visions shall be stated briey and succincty
in or on the, face of each certificate of stock,
and this shall be conclusive evidence and
notice to all persons dealing Herewith. The
Board of Directors is hereby constituted the
agent of the stockholders for the purpose of
enforcing and carrying out the foregoing pro-
visions.
ARTICLE Van the corporate powers
vested by law or this charter in corporations
shall be exercised by the Board of Directors
of this corporation, including the right to
manage, control and direct the affairs of the
corporation, the corporate policy, and to sell
the corporation merge the same into an
other corporation, and to take in payment of
any such sale or merger, cash, bonds, notes
stock of the purchasing or merging cor
poration, of a new corporation, created for
the purpose, without the necessity of referring
either or any of said acts to the stockholders.
The Board of Directors of this corporation
shall be composed of seven stockholders, who
shall be elected Immediately after the sign
ing of this charter, and without further for
mality or delay, to hold office for one year and
until their successors are elected and qualified.
On the first Monday in January, 1920. and an
nually thereafter, an election shall be held by
the stockholders for a Board of Directors.
Such election shall be preceded by ten days
written notice to the stockholders, delivered in
person or sent by mail to the address given
in the current city directory, unless the ad-
dress of such stakeholder shall have been
with the secretary, and in default |
of either, of general delivery, New Or !
leans. La. The election shall be held at the |
office of the corporation at such hour as may |
be fixed by the incumbent Board of Directors, |
and under the supervision of two commission |
ers, appointed by the same. At such election |
each stakeholder shall be entitled to one vote |
for each share of the capital stock held by |
him, and the persons receiving the highest /
number of votes cast at said election shall be |
declared elected, and the Board of Directors
thus elected shall meet and organize as soon
after election as possible. A majority of the
whole Board shall constitute a quorum, and
Directors absent unable to attend may au-
thorize Directors present to represent them by |
written proxy filed with the secretary and
with all the powers such absentees could ex-
ercise if present in person.
All routine business matters shall be de-
,ided by the majority vote of the quorum
present at such meeting, Notwithstanding any
hinrv IN, oh or ba Iat 70, tba
rary, but any matter or thing affecting the
general policy, property or corporate rights of
he corporation shall be adopted only by the
'ote of the majority of stock held by the in
iividual members of the whole Board of Di-
-ectors, and proper minute entries shall be
made to show these facts. At its first meet
ng after election, or as soon thereafter as
practicable, the Board of Directors shall elect
4 president. and one or more vice-presidents
and secretary and treasurer. these last
named officers need not be stockholders, and
he two offices may be combined in one per-
son by the Board of Directors.
The Board of Directors may establish by
avs, rules and regulations for the govern
nent of the corporation, and may also create
committees for the management of the sew
raj departments of its business, including an
Executive Committee of not less than three
members of the Board which committee shall
'e empowered to exercise all the functions of
he Board of Directors during the recess of
ull Board. The Board of Directors shall fill
acances occurring in this body during the
ERIN thereof. Meetings of the Board of Di-
ectors may be held at such times as shall be
ct by the Board itself. at the call of the
resident and at the request of any two stock
olders.
ARTICLE VI.-This charter may be amend
d and the capital stock increased and de-
reased with the consent of two-thirds of all of
Is stock expressed at a meeting called for that
purpose or in any other way permitted by
aw. .
ARTICLE Widths corporation may be
issolved with the consent of two-thirds of the
ssued and outstanding capital stock expressed
t a meeting called for that purpose, or in any
5ay permitted by law.
Upon the dissolution of the corporation
y limitation or otherwise, the stockholders
hall elect from among their number one
r more lqudators and fix the terms, condi-
ions and other provisions regarding the liqui-
alton, as well as the compensation of the
quidators.
ARTICLE VIII-No stakeholder shall ever {
e held liable or responsible for the contracts
r faults of this corporation in any further ]
I'm than the unpaid balance due this corpora v
on on the shares owned by him, nor shall any e
ere informally in the organization have the 4
feet of rendering this charter null or of ex-
osing the stakeholder to any liability beyond
ny unpaid balance. b
ARTICLE IX.-Wherever notice is required
= law or by this charter the same may be
ven in writing delivered in person or sent .
the last known address, as is prescribed in n