The herald. [volume] (New Orleans, La.) 1905-1953, 1919-04-03
CHARTER

expedient.
ARTICLE 1.-THE domicile of said cor.
poration shall be established IN the city oil
New Orleans. State of Louisiana, and an
citation and other legal process shall De
served on the President, in 'his absence on
the Vice-President and in the absence OF
both, on the Secretary Treasurer.
ARTICLE III.-The objects and purposes
for which this corporation Is organized anu
the nature of the business to be carried on
by il are hereby declared 10 be: to manuiac-
ture, deal in and sell rubber stamps Stehclis'
seals. dies, inks and other things and wares
Of similar character, and generalIy 10 10
and engage in any other business, under
taking or enterprise connected with, growing
out OF, germane or incidental to any OF the
objects and purposes hereinabove set forth or
contemplated by this this ehaT i,sI s.,,I Of this
corporation is fixed at the sum OF Five lnou-
sand Dollars divided into fifty shares OF the
par value Of one hundred dollars each. 40
transfer Of stock shall be binding upon INC
corporation unless made upon its books, and
all certificates of stock shall be signed by
such officers as may be designated by the
Board Of Directors. This corporation sha!l
have the right to increase its capital STOCK
:, The further sum of Twenty Thousand Dol
lars 70 be divided into shares of one hun
dred dollars each, provided SAID increase m
the capital stock shall have been authorized
bv the stockholders at meeting TO be Ae'i
pursuant to the provisions OF Article "'
this charter
ARTICLE V-Au the corporate powers OF
the company shall be vested in, and the
management and control OF its affairs shall
be exercised by a Board OF Directors com
posed OF SIX stockholders, the membership
~ which NAV be increased to a number not
exceeding four by the Board of Directors al
any OF its regular meetings. A majority 81
the directors shall constitute quorum Tor
The transaction Of all business. The dlTec-
tors shall be elected annually by ballot, on
- in
stockh1lder shall be entitled, IN person or
by pr1Xv. 10 4 vote for every snare o"neh
by him. and all elections shall be held under
slch rules and regulations as may be De
teruined by the Board OF Directors, alter
fifteen days notice by mail OF such election
shall have been sent to each stockholder al
his last known address. The directors thus
elected shall continue IN office tor one year
or until their successors have been guy
elected and qualified. No failure 70 elect
Shall be regarded as a forfeiture OF TINS
charter ANY vacancy occurring on SAID
board shall be filled by the remaining di,
rcc,ors for the uueXpired term; the sald
board shall likewise elect the additional
members in case they should determine to
increase the number Of said board. Said
board shall at its first meeting after ITS
election. nominate out of its number, a
President, a Vice President, a Secretary and
4 Treasurer. said Board of Directors
shall have the right to appoint and dismiss
such clerks. managers and other EN-
plOyees of the corporation as conditions may
Justify or the business OF the corporation
may require. The tenure OF Once OF an
the employees of the corporation shall be
during the pleasure OF the Board OF DlIec-
tors Any Of the directors or officers shall
have the right to appoint, by written lnstTu-
ment, another director or stockhoIder 10 aCt
as his proxy and in his stead at any and
all meetings of the Board of Directors.
ARTICLE VINO sale or other transfer
Of shares OF stock in this corporation shall
be valid until and unless the opportunity
has been first afforded the shareholders OF
record al the date Of such transfer, sale or
other alienation, to purchase such stock at
book value, plus ten per cent the value 10
be ascertained in the manner herein SUD
scrbed The right to acquire said stock
hereby first vested in the other stockholders
of record shall follow the stock into any
hands to which il may pass and may be eN-
ercised against the holders thereof within
fifteen days from the time any sale or
transfer thereof has been offered to be en-
tered on the books of the corporation. 1t
shall be the duty of any holder OF stock IN
this corporation who intends or desire TO sell.
transfer, ALLEVIATE or otherwise dispose OF
the same. to give ttteen days notlce oi
such intention or desire TO the Board OF
Directors of the corporation, who are mere
By constituted agents Of the other stock,
holders for the purpose OF such notice, ana
said board OF directors shall give immediate
information thereof, in writing, to all the
other stockholders of record. Before the eX-
piration of the fifteen days from the receipt
of said notice by the board of directors. any
shareholder of record may offer to purchase,
and NAV acquire the right to purchase said
stock by notifying the board of directors in
writing and thereafter shall deposit the price
of said stock in cash with the corporation
on or before fifteen days from the date last
mentioned Upon receipt of the first men
toned notice, the board of Directors shall
advise the person owning said stock, ms
agent or representative, to loln said board
in fixing the value of said stock, which value
shall be established on the basis OF the last
annual or semi-annual statement or report
of the corporation and the last monthly trial
balance preceding the date of such notice,
and to the value thus found and established
there shall be added ten per cent. and the
sum thus found and established shall con-
stitute the value and price of said stock.
If within twenty-four hours after such no
tice, the owner, his agent or representative,
does not join with the board in establish
board may proceed without further delay to
fix the said value, using the report and
trial balance aforesaid for that purpose.
which writings are declared to be conclusive
evidence for and against all parties IN IN
| terest in the premises, whether the value Is
establi shed by the joint act of the owner,
| his agent, widow, heirs representatives
| or by the board of directors acting in default
| of the cooperation of said person or persons.
| Upon receipt of the offer or acceptance of
l
| upon obtaining guarantee satisfactory to said
| board for the price thereof, the board of di-
| rectOrs shall thereupOn give notice thereof to
the owner of the stock, his agent or represen-
tative, and before the expiration of the period
! of fifteen days aforesaid, shall call in the
| certificate certificates representing such
| stock and pay the price or value thereof and
cause the same to be transferred on the
| books to the purchaser The preference OPP
ton and right to purchase heretofore vested
! by paragraph first in the other shareholders
| shall exist in full force and effect in their
favor oacquire the shares of stock of the
deceased stakeholder and the formalties
and course of procedure, the terms, condi.
tions, stipulations and delays hereinabove
established in said paragraph shall apply in
all respects to the procedure to be allowed
| in case of death. Immediately upon receipt
of information of the death of any share
holder, it shall be the duty of the board o!
| directors to cause the necessary steps to be
taken to carry out and enforce these pro
| visions.
The preference. option and right OF
purchase hereinabove established shall run
| in favor of each shareholder of record for
his virile share in proportion 10 his existing
holdings in the stock. but should any share.
holder fail to exercise his right in this re.
gard. his right shall pass to and be absorbed
by the other shareholders, provided that the
owner, his widow, heirs or legal representa-,
tiveS as the case may be, shall not be
obliged TO deliver said stock unless the offers
| TO purchase the same shall include and cover
the entirety Of the offerings under para,
graph first or all of the offerings under para.
graph second All certificates Of stock
| shall bear upon their face a brief reference
to the rights herein established in favor Of
the stockholders.
| ARTICLE NII-No stakeholder shall eve,