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

ARTICLE v.-This corporation shall en-
dure for period of ninety nine years and
enjoy the right of succession.
ARTICLE EI.-The corporate powers of
this corporation shall be vested in and
exercised by a Board of Directors COM
posed of three stockholders, two OF whom
shall constitute a quorum for the trans
action of business, except that the Off
GERS of this corporation shall have and
exercise the powers granted TO corporate
officers by Section 10 of Act 26I of 1914.
Until the first Monday in January, 1921,
the following named persons shah con
stitute the Board of Directors for this cor
poration to wit: James NJ. Walker, Presi-
dent, address. l6l jefferson Ave, Memphis.
Tenn and John Walker, Vice President
address, l61 jefferson Ave, Memphis
Tenn. and John X. Walker, Vice President
address, 161 jefferson Ave, Memphis.
Tenn and Arthur l.. Crabtree Treasurer,
Decatur Street, New Orleans. Thereafter
the Directors shall be elected annually on
the Monday preceding the Second Tuesday
of January of each year. The Directors
and officers of this corporation shall hold
office and continue to serve until theiT
successors have been elected and duly
qualified. The Board of Directors shall
by majority vote have the right and power
to increase the number of Directors and
elect new Directors in the places created,
provided the maximum number of di-
rectOrS of the corporations shall never eN-
coed seven. Any stakeholder may be eligi-
BILE for membership of the Board of hi
rrCtOrS who owns one share of stock in the
corporation, i'll his own name and I'M
pledged.
The stockholders shall elect Directors mt
their annual meetings by ballot and each
stakeholder shall be entitled TO one vote
for each share of stock standing in his
or her name on the books of the corpora
ton, the vote to he cast in person or by
proxy; ana it shall require majority of
the stock present to elect.
The Board of Directors shall hold regu-
lar meetings ut stated intervals at such
times as may he fixed in the bylaws of
this corporation. The meetings shall be
held at the domicile of the corporation or
as provided i'll Article " of this charter,
but the President. and in his absence the
Vice President may call special meetings
of the Board of Directors or stockholders,
as he may deem advisable, and he shall
be required to call such special meetings
whenever requested to do so by a Director
or by holders of enc fourth of the capital
stock of the corporation. Three days
notice of such special meetings shall be
given in writing, by mail to the address
of each director, unless waiver of this
notice is signed by all the Directors, but
no general waiver shall be legal.
Any vacancy occurring on the Board,
or in any office, shall be filled by the
Board of Directors at its next meeting
after such vacancy has occurred.
The first Board of Directors shall and
is enjOned to draft and adopt a suitable
act of Bylaws for the government of the
corporation, which may be altered, amend
ed or changed as the business of the cor
pOratiOn may require.
ARTICLE VU.-The Officers of this cor
pOratiOn shall consist of President,
Vice President and Secretary and Treas
urer. each of whom shall be Il stakeholder,
as required to be a Director. The office
of the Secretary and Treasurer may be
held by the same person. The following
persons shall be officers until the meet
Z 4. 4.
Monday preceding the second Tuesday of
January of each year, James w. Walker,
President, address 161 Jefferson Ave,
Memphis Tenn, John X. Walker, Mem
Crabtree, Treasurer. Memphis, Tenn,
George f. Butler, 331 Decatur St, New
Orleans. La, Secretary.
ARTICLE VIII.-This charter may be
| amended, modified or altered. the capital
stock increased, not to exceed the maxi
mum fixed in Article " of this charter,
or the corporation dissolved by the
sent of three-fourths of the holders of
the stock issued at a general meeting or
a special meeting of stockholders of which
notice has been given thirty days prior
to the meeting, in writing, a copy of which
shall be mailed to the address of each
| stakeholder and after publication of such
notice for thirty days in daily news
paper published in the City of New Or
leans and upon complying with the re-
quirements of law in such case provided.
The notice to stockholders may be waived
in writing, provided, it be signed by all
stOckh holders of the corporation, but no
general waiver shall be legal.
ARTICLE IX.-The Board of Directors
shall have and be vested with the separate
powers of this corporation. The corpora
ton shall have succession by its corporate
name for 90 years; to sue and be sued by
its corporate name in any court of COM
petent jurisdiction; to make and use a
corporate seal and the same to alter at
gift, purchase: to lease. hold and dispose
of and to mortgage and pledge the same,
subject to limitations fixed by laws; to
appoint such officers and agents as the
business of the corporation may require
and to fix their compensation having due
regard to the nature, character. and value
of their services: to conduct business in
Louisiana. other States of the Union. Fed
eral Districts, possessions of the United
States and in foreign countries; to pur-
chase for cash or held when acquired in
operation of its business, stock in other
corporations.
ARTICLE Kat the expiration of this
charter, or the earlier dissolution of this
corporation. its affairs shall be liquidated
by three commissioners, all of whom shall
hold stock in this corporation, and said
commissioners shall have full power to
sell any and all the assets of the corpora
ton to convey title and to do and per
form all acts essential to full liquida-
ton of this corporation, and to distribute
the proceeds by paying first the debts due
by the corporation anu then prorating the
remainder between the stockholders, on
the basis of the number of shares owned
by each. In case of death of one or more
commissioners the survivors shall continue
to act.
Thus done and passed in my office in
the City of New Orleans, aforesaid, the
day, month and year first written, in the
presence of Percy r. Brown and Paul
A Sompayrac, Witnesses of lawful age, re-
siding in Orleans. Parish, Louisiana, who
have signed their names with the said
parties and me, Notary, after due reading
Of the whole.
Original Signed):
JAMES NJ. WALKER,
Subscribed for 46 shares.
JOHN X. WALKER,
Subscribed for 2 shares, by J. NJ. Walker.
Agent.
ARTHUR L. CRABTREE.