The herald. [volume] (New Orleans, La.) 1905-1953, 1919-10-02

not taken in proportion may be taken by tn
other shareholders. Failure of the stOckhold
ers to buy SHALL by the mere expiration of th'
time limit, release the stockholders from th'
eSect of this provision.
3 Whenever any stockholder 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 TIN:
corporation, shall die, his successors, heirs 81
legal representatives will have the right Il
tender the whole of tn estock of this CORPORA
ton owned by said deccdent and his survivin.
wife or children, if any, to be purchased by
tn, surviving stockholders at the price set on
in the first paragraph hereof. 1t shall be the
duty of the Board of Directors to submit the
said offer to the stockholders, and il within
the time hereinabove prescribed the Ctfcr Shal
not be accepted and the stock purchased. ther
the said successors. heirs or legal representa-
tives shall have the right to den and the d:Sso.
lItiOn and liquidation Of the corporation, ano
in default to apply to any court of competent
jurisdiction Cor dissolution of this corporation
and the liquidation of the same any law t.
the contrary Notwithstanding, saving always
however. the righ- to the said corporation il
said PROCEEDINGS 20 diSsolvc and liGuidate il
the manner prescribed by the law of Louisi-
ana.
s. No stock shall be held in this CORPORA
ton by employees who are not officers. oN-
cept such has been subscribed for i'll this
charter or which may he transferred with the
consent of the Board of Directors to such en-
puyee at the time of, or during employment.
Whenever such employment ceases through
death. resignation, dismissal otherwise, the
Board of Directors shall call the stock of that
person for transfer to the other stock holders,
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
cali. No stock held or controlled by such en-
ployees shall participate in any stock
hereafter to be issued when sold under the
preceding provisions, unless with the consent
of the Board of Directors expressed by reso-
buttons entered on the minutes. For the pur-
poses of this Article, the inventory and books
shall be closed as of June 30, and December
81, in each year, from and after December
81, 1919. The substance of the foregoing pro-
visions shall be stated hriey and succlnCtly
in or on the face of each cert cate 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 V.-.AH 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
Ctner corporation, ana 10 take III payment 81
any such sale or merger cash, bonds, notes
or stock OF the purchasing or merging cor
poration. or 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
maIity or delay, to mold office for one year and
tLa;, ata tod
On the first Monday in January, 1920, and an
nually thereafter an election shall be held by
the stockholders for 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 gwen
in the current city directory. unless the adj
dress of such stakeholder snail have been
with the secretary, and IN default
OF either, care 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. Al such election
each stock holder shall be entitled 10 one vote
for each share of the capital stock held 10y
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 possible. n majority Oh the
" hole Board shall constitute quorum, and
d, rectors absent or 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 eN-
crcISe If present in person.
All routine business matters shall be de-
cided by the majority vote OF the quorum
present at such meeting, Notwithstanding any
thing in this charter or the law to the cons
trary, but any matter thing affecting the
general policy, property or corporate rights OF
the corporation shall be adopted only by the
vote of the majority OF stock held by the in
dividual members of the whole Board OF D-
rectors. and proper minute entries shall be
made to show these facts. At its first meet
ing after election, or soon thereafter a
practicable, the Board of Directors shall elect
a president. and one or more vice-presidents
and secretary and treasurer. these last
named officers need not be stockholders, and
the two offices may be combined IN one per-
son by the Board of Directors.
The Board of Directors may establish by
laws, rules and regulations tor the govern
ment of the corporation. and may also create
committees for the management OF the sew
eral departments of its business, including an
Executive Committee of not less than three
OF the Board, which committee shall
be empowered to exercise all the functions OF
the Board of Directors during the recess OF
said Board, save those herein reserved for the
full board. The Board of Directors shall fill
occurring in this body during the
term thereof. Meetings of the Board OF d.
rectors may be held at such times shall be
set by the Board itself, at the call OF the
president and at the request OF any two stock
holders.
ARTICLE VI.-This charter may be amend
ed and the capital stock increased and de
creased with the consent of two-tnirds OF all OF
its stock expressed at meeting called for that
purpose or in any other way permitted by
law.
ARTICLE This corporation may be
dissolved with the consent of two-thirds of the
issued and outstanding capital stock expressed
at meeting called for that purpose, or in any
way permitted by law
Upon the dissolution of the corporation
by limitation otherwise, the stockholders
snail elect from among their number one
or more liduidatorS, and fix the terms, condl-
tons and other provisions regarding the liqui-
dation, as well as the compensation of the
liquidators.
ARTICLE VIII.-No stakeholder shall ever
be held liable responsible for the contracts
Or faults of this corporation in any further
sum than the unpaid balance due this corpora
ion the shares owned by him, nor shall any
mere informally in the organization have the
effect of rendering this charter null of eX-
posing the stakeholder to any liability beyond
any unpaid balance.
ARTICLE IX-Wherever notice is required
by law or by this charter the same may be
given in writing delivered in person or sent
o the last known address, as is prescribed in
Article of this charter and twenty-four
hours will be sufficient for ALL purposes except
where otherwise prescribed by law. Any and |
all notices required by law by this charter
nay be waived by unanimous consent of the |
Board of Directors the stock the |
case may be, and such waiver shall be en-