The herald., 1919-09-25
CHARTERS.

by the incumbent Board of Directors an
under the supervision OF two commas ionei
appointed by the same. AT Such ecu ou
each stockholder shall be entitled TO on
vote for each share OF the capital STOCK nei
by him, and the persons receiving the hlHH
est number OF votes cast AT sara eIeN' '''
shall be declared elected and the board
Directors thus elected shall meet ana ofgd
nize as soon after said election as possiole
A majority of the whole Board shall consti
tute quorum, and Directors absent or uii
able to attend may authorize Directors pres
ent to represent them by written proxy Tic
with the Secretary and with all the power
such absentees could exercise II present II
person.
All routine business matters shall be de
cided by the majority vote OF the quorum
present at such meeting, MISUNDERSTANDING ~
ANYTHING in this charter or the law to IN
contrary, but any mater or thing effectIni
the general policy, property or coTpordt
rights OF the corporation shall be adopte,
only by the vote OF the majority OF S!oC'
held by the individual members OF the whoi'
Board OF Directors, and proper minute en-
tries shall be made 10 show these facts. A
its first meeting after election or as soor
thereafter as practicable the Board OF DiTec
tors shall elect a president, and one OF
more vice presidents and secretary anI
treasurer, these last named officers need not
be stockholders. and the two offices may pe
combined in person by the Board OF III
rectOrs.
The Board of Directors may establish by
laws, rules and regulations for the govern
committees for the management OF the sew
eral departments of its business including an
Executive Committee OF not less than three
members of the Board, which Committee
shall be empowered to exercise all the tunc-
lions of the Board of Directors during the
recess of said Board save those herein re
served for the full Board. The Board OF
Directors shall fill vacancies occurring an
this body during the term thereof. Meetings
OF the Board of Directors may be held at
itself, or at the call of the president and at
the request OF any two stockholders.
ARTICLE NI-This Charter may be
amended and the capital stock increased and
decreased with the consent Of two thirds OF
all of its stock expressed at a meeting called
for that purpose or in any other way per
mitted by Law.
ARTICLE VII-This corporation may be
dissolved with the consent of two-thrds OF
the issued and outstanding capital stock
at meeting called for that pur.
pose, in any way permitted by law. Upon
the dissolution OF the corporation by limlta
ton or otherwise, the stockholders shall elect
from among their number one or more Ii
quidators, and fix the terms. conditions and
other provisions regarding the liquidation, as
we'll as the compensation of the liquidators.
ARTICLE VlIl.-No stakeholder shall ever
be held liable responsible for the con
tracts or faults of this corporation in any
further sum than the unpaid balance due
this corporation on the shares owned by
him, shall any mere informality in the
organization have the effect OF rendering
this charter null or Of exposing the stock
holder TO any liability beyond any unpaid
balance.
ARTICLE IN-Wherever notice is re-
CURED by law or by this chareter the same
may be given in writing delivered in per.
son or sent TO the last known address as is
prescribed in Article V 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
or by this charter may be waived by un-
animous consent of the Board of Directors
or the stockholders as the case may be. and
such waiver shall be entered on the minutes
Of the meeting 10 which they apply.
Thus done and passed, in my notarial of
tice, in the City Of New Orleans on the
date aforesaid. in the presence of Robt. X.
Brown and II. o. Cook. competent wit
nesses, who have hereunto signed their
names, with the said parties. and they have
set out their addresses and the number OF
shares held by them. and me, Notary, after
reading of the whole
Witnesses: Robt. r. Brown. II. o. Cook
Orleans, La, 20 shares: VIM. NJ Cady. Nc,
Nary, La. by A. J. Higgins, 20 shares: D.
V. Johnston, New Orleans, La, 70 shares.
HENRY p. DART, JR..
Notary Public.
I hereby certify the above and foregoing
to be true and correct copy of the original
act file in my notarial records
HENRY p. DART. JR..
Notary Public.
I, the undersigned. Recorder of Mortgages.
in and for the Parish of Orleans, State of
Louisiana, do hereby certify that the above
and foregoing Act of Incorporation of the
D. V. Johnston Company. Inc, was this day
duly recorded in my office, in Book 1881.
Folio 2l3.
New Orleans. La, August D. 1919
(Signe6 EMILE J. LEONARD, by. r.
Sept. Acct. 9.