The herald., 1919-03-06
CHARTERS


Board Of Directors or the stockholders de
cline - purchase the said stock, then the
stakeholder or stockholders who made the
offer 10 sell or otherwise dispose Of h.
stock may. sell Or otherwise dispose q |;
in any msuer and At any price that he Or
they may see fit But each share Of stock
IS issued under the condition and under
standing that no stakeholder shall make
sale or transfer 81 his stock IL violation OF
this provision and sucl sale or transfer, II
made shall be void. and this company shall
be under NJ obligation to list said stock on
its books n t. regard the holder Of the GER
tiiicate thereof.
ARTICLE NIL-The corporate powers Of
this corporation shall be vested IN and eN-
erciscd by a Board u Directors composed Of
three stockholders, Two Of whom shall con
stitute q quorum Tor the transaction OF bust
ness. The directors Of this corporation may
vote in person or by written proxy II any
OF the meetings OF the Board Of Directors;
and the Board OF Directors may delegate any
OF its powers 10 any officer or officers or
any other representative OF the Company oy
appropriate resolution 70 that effect. The
first Board of Directors OF this corporation
shall be composed Of the following: Alvin
+. Johnson, August kraemer. Joseph Lee
Rhodes, all residents in the City Of New Or
leans. State of Louisiana, and they shall
be the officers of the Company as follows:
Alvin Z. Johnson, President; August hrae-
mer, Vice President; Joseph Lee Rhodes.
=
until the second Wednesday in January.
1920 or until their Successors are elected and
qualified. The Directors shall be elected
annually by the stockholders at a meeting
held on the second Wednesday in January
in each year thereafter. Notice of such meet
ing shall be given ten days prior to the date
Of the meeting, in writing and sent 10 each
stakeholder at his last known address. Each
stakeholder shall at such annual meeting or
other ceilings general or special, be EMIT
led ~ tn for
each share OF stock owned by him. Elec-
tons shall be held under such rules and
regulations as may from time to time be
determined by the Board of Directors. The
Directors when elected shall hold office for
one year until their successors shall have
been elected and qualified and failure to
hold the annual meeting OF stockholders or
to elect annually the Directors shall not
| oDerate the forfeiture OF this charter or any
rights hereunder.
ARTICLE VIII-This charter or act Of in.
| cooperation may be changed, modified al.er
| ed amended by and with the consen- OF
| two-thrds of all the stock present at any
| meeting, general or special, held for that rur
pose; and such amendments may be mate-
| iai or immaterial subject only to limitations
| as RAY be by law provided; and this cor
| poration shall have the power to increase e.
| decrease its capital stock herein0efn,e
set ont and any increase in capital stock in
| excess of the amount named herein the
amount to which it may be increased. may
be made by a three-fourths vote of all out
standing stock.
| ARTICLE IX.-Notice of any and all
| meetings referred 10 in this charter or re-
qured by law. shall be given in the man
! ner provided for, giving notices in case of
elections, unless the same shall have been
| waived.
ARTICLE Nm case of dissolution, L.
quotation termination of this charter, by
limitation or otherwise the affairs of the
corporation. shall be liquidated by one or
more lquidators elected by the stockholders
who may provide the number OF said liqui-
dators- and vest them with such power and
authority may by law be permitted; fix
| the terms and conditions upon which they
| shall serve, and their compensation. and
provide that in case of death or disability
OF any one of said liquidators, rhe remain.
ing liquidators may fill the vacancy OF
continue 10 act on behalf of the corporation
| ARTICLE NI.-No stakeholder shall be
liable or responsible for any costs, CON
tracts, debts faults of the corporation, OF
OF any of its officers, nor shall any mere
informality in organization have the effec
Of rendering this charter null and void, OF
of exposing any stockholders to any liza
bility beyond the unpaid balance due tho
stock held by him.
ARTICLE NII-The subscribers hereto
have written opposite their names, the mum
Der of shares subscribed by each of them
and their post office addresses, so that thi.
Charter may serve as the subscription list o
the corporation; all of which subscriptions arr
payable in the manner and form set on
| herein.
Thus done and passed at my office, in tn,
City of New Orleans, State of Louisiana, OF
the day, month and year herein first abov,
written, in the presence of Morris B. Red
mann and Paul E. Chaser, competent wit
nesses, who have hereunto signed their name
with the said appearers and me, said No
tary after due reading of the whole.
, Witnesses: Morris B. Redmann, Paul E
, Chaser.
Original Signed Alvin E Johnson,
shares, 3O4 y. o. Nat Bank Bldg; Angus
Kramer. 10 shares, Sl8 n. Rocheblave St
Joseph Lee Rhodes, 10 shares, 3O+ y. O.. Nat
, Bank Bldg; Otto Olson, shares, 62l n
} Dorgenois.
WILLIAM J. GUSTE,
Notary Public.
I hereby certify the above and foregoing
to be true and correct copy of the origi
nal on file in the records of my office.
New Orleans, La. January %. 1919.
WILLIAM J. GUSTE,
RI Notary Public
III /, the undersigned, Recorder of Mort
/ cages, in and for the Parish of Orleans
State of Louisiana, do hereby certify tina
the above and foregoing act of incorpora
ton of Southern Development Company
Inc, was this day duly recorded in my OF
flee in Book 1922. Folio $50.
{ New Orleans. La. January 10Th. 1919
ii (Signed) EMILE J. LEONARD, by. r.
VI Feb. 6-13-20-Mch. 6-13.