The herald., 1919-07-17
CHARTERS.

| No stakeholder shall have right to trans
fer or convey any of his or her stock in tn
corporation, unless and until he or she shall
have first made a written offer to the othe
then stockholders of the corporation, and I
the corporation itself, to sell his or her stool
! to them, at the same price as that at whci
he she may have received bona tld
| offer therefor. Such written offer shall b'
| addressed to the other then stockholders
and to the corporation itself, collectively
and shall be delivered to- the office of thu
corporation not less than ten QO) days prio
| to the application for transfer of the stock
! The corporation shall transmit this otter L
the respective then stockholders, and tn,
stock of the stakeholder desiring to sell shall
be distributed pro rata among such OF the
other stockholders desire TO purchase II
! the proportions in which the holdings OF the
stockholders DESTROYS of purchasing bear Il
each other; provided, that the other stock
| holders desiring to sell shall sot be re-
CURED TO take all of the stock of the stock
holders desiring to sell, bur shall have the
option to take any part OF 1t, at the price
at which a bona fide offer may have beer
received by the stakeholder desiring to sell
for the whole amount offered; and if the to-
| tai which the other stockholders desire tC
| purchase is less than the total offered fol
sale, then, after each of the other stockhold
ers shall have taken and paid for the amount
| of stock which he or she desires to buy
the remainder undertaken shall be open fol
purchase by the corporation itself; and un
| less prohibited by law, the corporation may
| itself and apply its surplus earnings OF
accumulated profits to the purchase, from
any stakeholder desiring to sell, of any por
| ton of that stockholders stock which none
of the other stockholders may desire to ac-
quire, at the price said stock shall
have been offered to the other stockholders;
provided that the corporation shall not APP
ply any of its capital to the purchase of such
stock, but shall always maintain its capital
unimpaired and invested in other property
and in securities. The corporation shall
have the right to refuse, to transfer any
stock so long as the shareholder demanding
the transfer is in any way indebted
to the corporation and the corporation
shall have a lien, pledge and privi-
lege on each share of stock to secure
the corporation. Should any of the stock
offered for sale be not desired by any OF
the other stockholders, and should the cor
poration itself be unwilling or unable to pur-
chase any of the same out of its surplus
earnings within ten C0) days from the
receipt at the corporations office of the writ
ten offer to sell. then, and then only, shall
the stakeholder desiring to sell be entitled to
transfer such undesired portion of the stock
to such person persons as he may see fit,
for not less than the price at which he or
she has Offered the stock to the other then
stockholders and to the corporation. The
provisions of this article shall be printed upon
the face of each certificate issued by the
person now hereafter becoming a stock.
holder in this corporation, all of whom take
such stock subject to the provisions hereof (;
and all pledged, hypothecations, or other
encumbrances of said stock, shall be subject
hereto
ARTICLE VI.-All corporate powers of this
corporation shall be vested in and exercised
by board of directors composed of five
stockholders A majority of the directors
shall constitute quorum for the transaction
of business Said directors may vote in
person or by proxy written or telephoned
at any and all meetings of directors, regular
or special, but no director, whether acting
as a presiding officer otherwise, shall
be entitled, on any question, to more than
one vote. The board of directors shall be
elected annually the first Monday of
May of each year after date hereof, the first
election to be held in 1920. Tn first board
of directors shall be composed of John n.
Stewart, Andrew Stewart, William P. Stew
art. Louis Plauche and Thomas B. Davis,
with John n. Stewart as President, Andrew
Stewart as Vice-President, William P Stew
art as Treasurer, and Louis Plauche as Sec
rotary. The aforesaid directors shall hold
their office until the first Monday of June.
1920. or until their successors are elected
and qualified.
All elections of directors shall be by bal
lot at the office of the corporation, under
the supervision of the board of directors,
under such rules and regulations as the
board OF directoks may from time to tih.e
pronlulgate. Nc'ice of meetings of stock
holders. regular or special, except as herein
otherwise provided, or except as otherwise
required by law, shall consist of notice sent
in writing to each stakeholder at his last
known address. as it appears on the books
date of the meeting. Failure to designate
an address shall permit notice to be sent
to the General Delivery at New Orleans,
to such place as may by the board of di-
rectors be determined, and to be sent
and shall constitute full and complete
tice. Each stakeholder at the annual or
other regular or special meetings shall be
entitled to one vote for each share of stock
owned, and the vote of any stakeholder at
any meeting shall be cast by written proxy.
Should vacancy occur in the board of
directors same shall be filled by the remain.
ing directors by the election for the unex-
PRED term of stakeholder. Failure to elect
directors on the date specified shall not dis
solve the corporation, but the directors then
in office shall remain in office until their
successors are elected ana qualified.
The board of directors at their first meet
ing following the annual election shall elect
from their number president, vice-presi-
dent, secretary and a treasurer. The board
shall have the power to unite two or more
offices and the same to confer upon one
person. The board of directors may elect
but not necessarily from their number, such
other officers and agents as to them seem
advisable.
The board of directors is hereby given all
power to carry the business and affairs
of the corporation, and to make all rules and
not inconsistent with the ternlt
of this charter All nouces provided for,
whether to stockholders or directors, may be
waived by the written telegraphic consent
Of the stakeholder or director.
ARTICLE VII.-Whenever this corpora.
ton shall be dissolved or liquidated, its
affairs shall be hquidated by three stock
holders elected by the stockholders at a |
Meeting called for that purpose. This cor |
ooration may be dissolved and liquidated at
any time by vote of two-thirds of the out
standing stock voting to that effect. In the
went OF the death of any liquidator, the sur,
irving liquidators shall have the right to
.lect another to fill the vacancy, but pending
uch election the surviving liquidators shall
iave full right and authority to act in all
matters.
ARTICLE vIII.-This act of Incorporation
nay be modified ALTERED or amended in the
manner provided by law, at any meeting of
he stockholders, whether the same be
previous notice shall have been sent, as
lereinabove provided unless the same shall
lave been waived, to the last known ad.
lress of each stakeholder, at least fifteen
lays prior to the meeting, and after publ.
alton at least once a week for two weeks
n daily newspaper in New Orleans, Louis
ana. Any increase or decrease of the CAPT.
al stock of this corporation, except as herein
otherwise provided, shall be made in ac-
ordance with the laws governing such mat.
ers.
ARTICLE IX.-No stakeholder shall be liza.
lie or responsible for the acts, omissions or