The herald. [volume] (New Orleans, La.) 1905-1953, 1919-10-09

subscribed for and Twelve Hundred and
Fifty (sl,2500O) 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 (SsO,OOOOO) Dollars, by
two-thirds vote of all the stock present or
represented at a special meeting called for
that purpose or 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 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 price not exceeding the book value
thereof, and the said stockholders shall have
an option and first right TO 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 TO accept or decline
said offer.
Should the Board of Directors or stock
holders decline to purchase said stock, then
the stakeholder or stockholders who made
the offer to sell otherwise dispose OF the
stock may do so in any manner and at any
price he or they may see fit, but each share
of stock is issued herein upon the condition
and understanding that no stakeholder shall
make a sale or transfer in violation hereof,
and such sale or transfer, il made shall be
void. aud 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
al he and
ercised by a Board OF Directors composed
of three Stockholders, two of whom shall
constitute a quorum tor the uansac-
ton of business, but said Board of Directors
of the outstanding stock at any annual
meeting or 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 o.; inc
Board of Directors, and the Board OF DIrec-
tors may delegate any of its powers 10 any
officer or officers or other representative OF
the Company by appropriate resolution TO
that effect. The first Board OF Directors OF
the Corporation shall be composed Of the fol
lowing: NJ Dreaux Van Horn, LOUIS l.:
Abbott, and Morris b. Redmann,, who shall
serve until the second Tuesday 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 Tuesday OF January IN
each year after date hereof. Notice OF said
meetings shall be given fifteen days PRIOR
10 the date of the meeting, in writing sent
70 each stockholder 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 Roard
| IF Directors may change the date OF SAID an
nual meeting to any other date IN January
| bv written notice to that effect sent at leas
| fifteen DAYS before the date to which the
said annual meeting has been changed, di
| rected to each of the stockholders at his las
known place of residence by publication
| as aforesaid Each stakeholder shall a
| such annual meeting, or other meetings, gen
eral or special, be entitled in person or b!
| proxy to one vote for every share o fStoct
owned.
The elections shall be held under such rule
and regulations as may be from time &
time determined by the Board OF Directors
The Directors when elected shall hold ottic'
| for one year or until their successors SnaI
have been elected and qualified, and fallur
to hold the annual meeting of stockholder
| or TO elect annually the Directors shall no
operate the forfeiture of this charter or an!
rights hereunder.
The first officers of this Cooperation, VIII
| shall hold office until the second tuesday II
January, 1920. or until their successors ar
Van Horn, President; Morris B. Redmann
ice-President; Louis L. Abbott, Secretar
and Treasurer. Any vacancy occurring !,
the Board of Directors may be filled by tn
Board OF Directors shall hold office until tn
second Tuesday in January, 1920, or unit
their successors are elected and qualified
The SECRETARY of the Corporation need no
be stockholder
| ARTICLE VIII.-This Charter or Act OF on
CORPORATION may be changed, modified, al
tered or amendsl by and with the consen
| II Is all he
ing general or special, held TOR that pun
pose; and such amendments may be materia
or immaterial subject only to limitation a
may be by law provided, and this corporatlo
shall have the right and power to increase G
decrease its capital stock as hereinbetore sc
Tout, and any increase of the capital stoc
exceeding the amount herein named as IN
amount to which the capital stock may D
increased, may be made by three-fourthS Vo'
of all outstanding stock.
ARTICLE IX-Notice of any and all NEE
ings referred to in this charter or require
nv law. shall be given in the manner pr(
vided of giving notices in case OF elecuo
unless the same shall have been waived
ARTICLE Kin the case of dissolution
liquidation or termination of this charter b
limitation or otherwise, the affairs OF tn
, corporation shall be lquidated by one
more liquidators elected by the stockhN ,:l
who NAV provide the number of said liqu
. dators and vest them with such power an
authority as may be by law permitted; Fl
the terms and conditions upon which the
shall serve and their compensation and pr
!, vide that in case of the death or disabilit
/. of any one of the said liqudators, the r
i manning liquidators may fill the vacancy
. continue to act on behalf of the corporation
ARTICLE XI-No stakeholder of this CO
poration shall be liable or responsible II
any acts, contract, debt, or default OF tn
! company or of any of its officers, nor sha
! any informality in organization have the e
feet of rendering this charter null and vol
| or of exposing the stockholders TO any Ii
bility beyond the unpaid balance due on Il
stock held by them.
ARTICLE XII.-The subscribers here
have written opposite their names the nun
, Der of shares subscribed for by each OF the
and their post office addresses, so that tn
charter may serve as the subscription Inst.
n Thus done and signed at the City of Ne
f, Orleans Louisiana, this 9th day OF Angus
: 1919. in the presence of II. L. Barnett ar
: Walter Revertiga, competent witnesses. r
siding at New Orleans, State OF Louisian
, who have signed these presents, togeth
with the said appearers and me, Notary, att
!; due reading of the whole.
Witnesses: H. L. Barnett, Walter Reeve
tiga.
/ Original Signed Names OF subscribe
1 omitted.
(SeaD ,-.r-
Notary Public.
I, the undersigned Recorder of Mortgage
in and for the Parish of Orleans, State
; Louisiana, do hereby certify that the abo'
: and foregoing act of incorporation of Pro