The herald., 1919-09-25
CHARTER.


subscribed for and Twelve Hundred and
Fifty Isl $4,000 Dollars Of its capital stock
has been paid for in cash or its equivalent,
as provided by law.
ARTICLE V.-The capital stock of this
corporation may be increased to the sum OF
Fifty Thousand ($50,00000) Dollars, by a
two-thirds vote of all the stock present or
represented at a special meeting called for
that purpose at a regular meeting OF the
corporation.
ARTICLE Wall certificates of stock
issued by this company shall be signed by
the President and counter signed by the
Secretary. The stock of this corporation can
be transferred only on the books of the cor
poration and subject TO such regulations and
formalities as may be prescribed by the
Board of Directors from time TO time. NO
stakeholder shall be permitted to sell or
otherwise dispose of his stock without first
offering the same in writing TO the other
stockholders through the Board OF Directors
at a price not exceeding the book value
thereof, and the said stockholders shall have
an option and first right 10 purchase all the
shares of stock 10 be thus disposed OF by
sale death, resignation or otherwise OF any
of the stockholders, and shall have period
of ten days in which 10 accept or decline
said offer.
Should the Board Of Directors stock
holders decline to purchase said stock then
the stockholder or stockholders who made
the offer to sell or otherwise dispose OF the
stock may do so in any manner aud at any
price he or they may see fit, but each share
of stock is issued herein upon the condition
and understanding that stakeholder shall
make a sale or transfer in violation hereof,
and such sale transfer, If made shall be
void. and this Company shall be under no
obligation to list said stock on ITS books
or to regard the holder of the certificates
thereof
ARTICLE VII.-The corporate powers OF
this corporation shall be vested in and ex.
ercised by a Board OF Directors composed
of three Stockholders, two OF whom shall
constitute a quorum for the transac
ton OF business, but said Board of Directors
may be increased 10 five by a majority vote
of the outstanding stock at any annual
meeting at any special meeting OF the
stockholders called for such purpose, and
without the necessity Of any further amend
ment or alteration OF this charter.
The Directors of this Corporation may vote
| in person or by proxy at any meeting OF the
Board of Directors, and the Board OF Dlrec-
tors may delegate any of its powers TO any
officer officers or other representative Oh
the Company by appropriate resolution 70
| That effect The first Board of Directors OF
| the Corporation shall be composed OF the tol-
| lowing: NJ Dreaux Van Horn, Louis l.;
| Abbott. and Morris b. Redmann,: VINO shali
serve until the second Tuesday IN January;
| 1920 or until their successors are elected ana
qualified The directors shall be elected
| annually bv the stockholders at meeting
| held on the second Tuesday OF January III
| each year after date hereof. Notice OF sald
meetings shall be given fifteen days prIOr
TO the date of the meeting, in writing, sent
| TO each stakeholder at his last known place
| of residence, or by publication in a daily
| newspaper at New Orleans, at least once
ten DAYS before said meeting. The Board
| II Directors may change the date OF said an
uual meeting to any other date IN January
by written notice 70 that effect sent Al least
| fifteen days before the date 70 which me
.ira cod ftf
rected to each of the stockholders at his last
known place of residence or by publication
as aforesaid. Each stakeholder snail Al
such annual meeting. or other meetings. gen
eral or special, be entitled IN person OF Oy
proxy 10 one vote for every share fstocR
The elections shall be held under such rules
and regulations as may be from time L
time determined by the Board OF Dlreci2rs
The Directors when elected shall hold ottct
for one wear or until their successors shaI
have been elected and qualified. and failure
TO hold the annual meeting OF stockholder
or to elect annually the Directors snail no
operate the forfeiture OF this charter or an,
rights hereunder.
The first officers of this Corporation, VIII
shall hold office until the second Tuesday it
January. 1920, or until their successors ar
elected and qualified, shall be: NJ; Dreau'
Van Horn, President; Morris h. Kedmanh
Vice President; Louis L. Abbott, SeGre,a!;
; the Board of Directors may be TILED by IN
Directors for the unexpred term. The mrs
Board Of Directors shall hold office until IN
second Tuesday in January, l9z0' OF pnli
The Secretary of the Corporation need no
be a stockholder.
; ARTICLE VIII.-This Charter or Act OF on
cornoration may be changed. modified, al
tered or amended by and with the conSel
of two-thirds OF all the stock at any NEE,
= Il hat
ing general or special held LOT tiat pun
, nose: and such amendments may be materia
: or immaterial subject only TO limitation a
NAV be by law provided, and this corporate
shall have the right and power to increase
decrease its capital stock as herelnDetore st
Iout and any increase OF the capital stoc
evxceeding the amount herein named as IN
amount to which the capital stock may .
increased. may be made by three -fourthS vot
of all outstanding stock.
ARTICLE IX.-Notice of any and all NEE
= lings referred to in this charter or require
by law shall be given IN the manner pr
yided of giving notices in case OF eIectlo
unless the same shall have been waived.
ARTICLE Kin the case of dissoluto,
= liquidation or termination OF this cnarter o
limitation or otherwise, the affairs OF tn
:, corporation shall be liquidated by one
:, more liauidators elected by the stockholdel
4 who may provide the number OF sara lqu
. dators and vest them with such power an
! authority as may be by law permitted; II
= the terms and conditions upon which the
4 shall serve and their compensation and pr
y vide that in case of the death or disabilIt
Il Of anv one of the said liquidators, the r
: manning liquidators may fill the vacancy.
= continue to act on behalf of the corporatio
e ARTICLE XI..-No stakeholder of this CO
" poration shall be liable or responsible 4
J. any acts, contract, debt, or default OF tn
s company or of any of its officers, nor sha
u any informality in organization nave the
d feet of rendering this charter null and voi
1t or of exposing the stockholders to any II
IS bility beyond the unpaid balance due on u
: stock held by them.
/ ARTICLE XII.-The subscribers here
! have written opposite their names the nui
8 Der of shares subscribed for by each OF the
l. and their post office addresses, so that tn
charter may serve as the subscription list
n Thus done and signed at the City OF Ne
=, Orleans, Louisiana, this 9th day OF Augu:
re 1919, in the presence of III. L. Barnett al
r Walter Revertiga, competent witnesses, I
lie siding at New Orleans, State OF Louisian
s who have signed these presents, togeth
II with the said appearers and me, Notary, ait
|; due reading of the whole.
to Witnesses: H. L. Barnett, Walter Reeve
tga.
d Original Signed Names of subscribe
n omitted.
4, (SeaD ,,-c.rr,
= Notary Public
to I. the undersigned Recorder of Mortgage
2; in and for the Parish of Orleans, State
IS louisiana do hereby certify that the abo
lie and foregoing act of incorporation OF Pro