The herald., 1919-04-17
CHARTER.

/ ton, together with the said William Chap
man, in accordance with the requirements Of
the law, and particularly, Act 237 # l3l4
OF the Legislature Of the State Di louisiana
do hereby value and apprase the right, title
and interest ot SAID William Chapman in
and t. SAID scSret formula at tae sum OF
I Fifty Thousand Dollars.
. No present or future s;o.khpIde~ OF this
/ corporation shall ever sell, assign. 3r trans
Ter, other than by inheritance, any Of the
capital stock OF this corporation until the
| same shall have been first offered % the
| remaining stockholders Tor the benefit OF
| those stockholders. who may desire % pur-
( chase the same. through the Board u Dlrcc-
/ tors, Tor a period Of ten days. a. the book
/ value Of such stock as shown hy the books
Of the corporation, on the 5lst day OF De
/ ceturcr. preceding the date Of such offer
J II shall be the duty OF the Board OF D.rcr.
tors, promptly. upon receiving an offer Of
sale or any Of the capital stock OF this cor.
| poratlon, 70 communicate the same % the
Stockholders. IN writing. through the Secre-
tdry Ut The Company. and each Of the said
stockholders shall be entitled 20 purchase
! such proportion Of the stock 50 offered t1r
! sale as the number u shares owned hy him
| bears to the number OF shares owned by all
! other stockholders desiring % participate in
| the purchase. No sale under foreclosure.
pledge or hypotheCatlo1 shall be yailly
made until the foregoing requirements have
been complied with by the person, or per
| sons. firm or corporation provoking such
foreclosure or sale. The Board Of Directors
| shall have authority, however 10 waive the
! above requirements As to any particular by
/ pothecation or pledge Of stock bv resoIu-
ton adopted Al a regular called meeting Of
| the Board or 4 meeting attended by all the
| members OF the Board of Directors such
! resolution being adopted in advance Of the
pledge or hypothecation.
. AKIlCLE N.-Au the powers OF this cor
porauon shall be vested IN and be exeg-
,clsed by Board OF not less than three nor
more tAan i've directors, as determined IN
| advance each year, by the stockholders at
the annual meeting. Each director shall be
a bona Ide stOckhOlder, and shall at all
times own one full paid, nou-pledged share
| OF stock. The first board Of directors shall
| consist Of: William Chapman, New Or.
leans, La; L. 7. Mcdonnell, New Orleans,
| La; Charles g. JamIs0u, New Orleans La
| The first officers of the corporation with
/ their pOst-otlice addresses are as follows
William Chapman, who shall be president
! and general Manager, 1919 Sycamore St, New
! Orleans, La; l.. T. Mcdonnell, who shall be
| Treasurer, 1923 ST. Charles Ave, New Or
! leans, La. Charles q. Jamlson, who shall
/ be Secretary, 100 Sycamore St. New Or
! leans, La. The above board Of directors
! shall hold office until the frs, annual meet
! ing in February, 1920, until their success
! sors are elected and qualified. Each sue.
ceeding board shall continue to hold office
/ for one year until their successors are
elected and qualified. The persons to be
| hereafter elected Directors for subsequent
! years shall select from their own number the
officers OF the corporation. The Board of
! Directors may from time to time, and the
| business OF the corporation may dictate com
! bIne any two OF the above offices in one
and the same person On the second Tues
, day of February of each year, unless the
! same should fall on a legal holiday, then
| upon the next following lay day, the stock
! holders shall elect Board Of Directors for
| the ensuing year. the board OF directors, as
4
| continue IN office until their successors are
| elected and qualified. The election of Di-
! rectors shall be by ballot and the persons
! receiving the majority of votes cast shall be
declared elected. For electing directors or
| tor any other purpose, each share of stock
| shall be entitled to vote. but no frac-
| ;ional share Of stock shall be entitled TO
vote A majority of the Directors voting at
any one time. in person, shall be required
| to pass any resolution or adopt anv bylaws
valid, corporate acts. In case Of a va
cancy on the Board or among the officers
from any cause, the remaining members of
the Board shall have the power to enact such
bylaws, rules and regulations as. in their
! opinion may be necessary and proper for
the management, operation and control OF
! the business of said corporation.
ARTICLE NI.-Notice of all meetings of
stockholders held for the election of direc-
tors, for any other purpose, shall be given
in writing, by the Secretary, and may be
served personally deposited in the mail
| addressed fifteen 0S) days before such meet
ing is held. and directed to each stakeholder
at his last known address, as the same shall
| appear upon the books of the corporation,
unless said notice is waived in writing by
all of the stockholders appearing upon the
books. At all meetings OF stockholders a
majority OF the votes cast shall be sufficient
TO elect and decide all questions voted upon,
except for the alteration, amendment or the
! dissolution of the corporation.
ARTICLE Widths act of Incorporation
| may be altered, amended modified or the
corporation dissolved by a vote of two thirds
IL amount of the capital stock represented at
a general meeting of the stockholders called
| tor that purpose, after notice as provided
! IN Article VI OF this charter; and in case
OF dissolution OF the corporation the stock
holders at such meeting shall elect three
Llquidating COMM SSionerS, who shall have
entire charge of such liquidation, with au-
| thority to sell and dispose of the assets of
the corporation, and to fill vacancies occur
| ring in their number.
| ARTICLE NIII.-No stakeholder shall ever
be held liable or responsible for the con-
tracts or faults OF the corporation, in any
| further sum than the unpaid balance due
the corporation on the shares owned by him,
nor shall any mere informality in organize.
ton have the effect of rendering this Char.
ter null, or of exposing a stakeholder to
any, liability beyond the amount of his un-
paid stock.
mus done and passed at my office in the
Iity OF New Orleans, on the day, month and
year tlrst hereinbefore written, in the pres.
ence OF Burt w. Henry and Frances Eisler,
competent witnesses, who hereunto sign their
names, together with said appearers and me,
the Notary, after reading of the whole
witnesses: Burt W. Henry, F. Eisler.
Names of subscribers and amount sub.
| scribed omitted
CHAs. F. FLErCHINGER.
Notary Public.
Recorded in Book 1928, Folio =
April p, 1919
true copy.
CHAS. F. FLETCHINGER.
Notary Public