The herald., 1919-12-04

pearing on the day Of the meeting. Every
Board of Directors shall at its first meet
ing after its election, or as soon there
after as practicable, elect a chairman Of the
Board, a President and Treasurer, and
Vice President and Secretary, from their
own number. failure to elect Directors
on the date above specified shall not dis
solve the corporation but the then exist
ing Board Of Directors shall continue to
hold their Offices, and another election
shall be held as soon thereafter as practi-
cable, at a time to be fixed by the Board
of Directors then in office, whereof fifteen
days prior notice shall be given in the
manner above provided, which said notices
shall be full and complete notice to all
stockholders of such meetings. In the
event no election takes place at the second
meeting, or II no second meeting shall be
called or held, the Board then in office
shall hold over until the next annual meet
ed and qualified. Any vacancy occurring
in said Board of Directors, from any cause,
shall be filled by the remaining Directors.
The Board of Directors may make such by
laws, rules and regulations as they may
think proper for the transaction of the
business and affairs Of said corporation,
and change, alter and amend the same at
pleasure, and shall exercise all the powers
OF this corporation or may delegate the
same to one or more officers at its pleas
ure; appoint and fix the salaries of all Off
GERS, clerks and employees, not herein men,
toned, the same to change or dismiss at
provided for herein; SELL convey, mortgage.
pledge, lease and purchase rights, priv
lleges, franchises, property, movable, i'm
movable and personal; borrow money, lend
money, issue notes and bonds; make con-
tracts and sign or cause to be signed by
officers or directors specially or generally
authorized by the Board of Directors an
accessory acts, deeds, etc, and adopt a cor
porate seal' the same to change or alter or
dispense with at pleasure; and to do all
things which may be necessary to be done
in the management of said business and
permitted by the laws applicable to cor
preparations.
ARTICLE Vino stakeholder shall be
allowed to dispose, directly or indirectly,
held or owned by him without first giving
twenty days notice to the Secretary of this
corporation of the intention of such stock
holder to dispose of his shares of stock in
whole or In part, which notice shall state
the number of shares proposed to be sold
and the price at which such stakeholder
proposes to sell, and whether or not he has
received bona fide offer for any portion
or the shares of stock proposed to be sold
Ii such bona fide offer has been made. the
notice shall state the highest price offered
for said stock and the name of the person
Offering the same. If the offer be in writ
ing IL must accompany the notice. The
Secretary shall thereupon transmit to each
stockholder copy of such notice, certi-
fled by him to be correct During the
twenty days subsequent to the said no
tice by the said stakeholder to the Score
tary, the other stockholders of this corpor-
alton shall have the privilege and option
of purchasing the shares of stock proposed
to be sold at the price named in such no.
bona fide purchaser. Should more than
one stockholder desire to purchase said
stock at such price, the shares of stock
proposed to be sold shall be proportionate-
~ divided among such stockholders as de-
sire to purchase the same and give notice
TO the Secretary to that effect prior to the
expiration of twenty days above provided
1or. II none of the stockholders elect to
purchase the said stock within the time
above provided, the stakeholder promising
TO sell shall have the privilege and is au.
thorized to sell the stock about which he
mas given notice in accordance with the
Terms and conditions of the notice given
by him, and not otherwise. The officers of
THIS corporation are hereby prohibited
from issuing certificates for stock sold con-
trary to or in conflict with the provisions
| Of this charter.
ARTICLE VIII-This Charter may be
changed, modified or altered, or SAID cor
poration may be dissolved in the manner
and by the majority fixed by law at any
general meeting of said corporation con-
vened for such purpose, after fifteen DAYS
previous notice, as required by law. shall
have been given in the manner proyided In
Article vi of this charter. But any and
| all meetings of stockholders whether for
| purposes of liquidation or for other pur.
pose, may be held at any time. without
notiee Dy unanimous consent of all stock
tary.
| ARTICLE IX.--Whenever this corpora
ton is dissolved, either by Limitation O,
from other cause, it's affairs shall be Iioui.
dated under the superintendent of thre,
s.oeknolders to be chosen for that purpose
Dy majority in amount Of the stockhold
ers present or represented at genera
meeting Of the stockholders at which thu
election is held. Said commissioners shat
remain In office until the affairs of said
| corporation shall have been fully liqui
| dated In case Of the death Of one of said
commissioners or of the refusal or inabil
| ity OF one Of them to act, the Survivor,
| snail continue to act and may select an
other stockholder in the place and stead
OF the commissioner who shall have cea ser
70 act. The President may in his discre
tlon, and shall, upon the written re0ues
| OF twenty-five per cent Of the stockholders
can special meeting of the stakeholder,
of this corporation.
ARTICLE X.--No stakeholder shall eve,
oe liable or responsible for the contracts
| tner sum than the unpaid balance due I,
the Company on the shares owned by n
subscribed for by him; nor shall any in
iormaity In organization have the effect o
4
| exposing the stockholders to any liability
Thus done and passed at my office 4,
| the City of New Orleans. ON the day
month and year first above written. in tn
presence Of Messrs. Louis A. Hubert an,
sylvester Titus, competent witnesses. re
sid1ng In this city, who have hereunt
signed their names with the appearers an,
me; Notary. after due reading Of the whole
original signed: l.. A. Hubert, Sylyeste
T1tus, Campbell Palfrey and others.
|. ]. ZACH. SPEARING, Not. Pub.
Il, the undersigned, Deputy Recorder O
| mortgages, in and for the Parish of Or
leans, State of Louisiana, do hereby certif,
the above and foregoing act of incorpora
| uon or Palfrey- Where Export COMPANY
Inc, was this day duly recorded in tn
Mortgage OFFICE. Parish of Orleans. Il
Book 1881. folio -.
New Orleans, La. October 30; 1919.
(Signed) EMILE LEONARD
Deputy Recorder of Mortgages
!; the Undersigned. Notary Public. Il
ana Tor the Parish Of Orleans, do hereb
certify the above and foregoing to he
true ana correct copy of the original &C
OF incorporation Of Palfrey-villere Expor
company, Inc, and Of the certificate of tn
Recorder of Mortgages for this parisf
Office An M
In faith whereof I have hereuntc set m
hand and official seal on this 31st day q
October, 1919. "'
(Signed) ]. ZACH SpEaprNc
WV. o-Dec. IL. Notary Public
AMENDMENT TO CHARTER NEW on
LEANS BOARD OF TRADE, LIMITET