The herald., 1919-12-11
CHARTER.

IL per cent thereof. The other IL per cent
to be disposed of by the corporation as
the board of directors may determine, but
for not less than par and subject to the
same conditions as specified in Article VI
of this charter in regard to the shares of
stock of which the option is hereinabove
given to the said :. ii. Livaudals, {. y.
LelOng and Michel LelOnC.
ARTICLE VI. All the corporate pow
ers of this corporation shall be vested in
and exercised 10y Il board of directors com
posed of i've stockholders, four OF whom
shall constitute Il quorum.
=. Said directors shall be elected at Il
general meeting of the stockholders of this
corporation, TO be held on the first We'd
nesday OF October i'll each year, unless
SAID day be legal holiday, in which
event said election shall be held on the
next succeeding business day.
5. Notice of said election shall be given
by written notice addressed to each stock
holder at his last known place of resi-
drnCe seven days next preceding the date
OF said election ana said notice may be
given by registered mail.
/. The said board shall, AT its first meet
ing. elect from its members Il president
Il ce-prrsident and general manager, Il
secretary treasurer or Il secretary and a
treasurer.
>. The first election for directors under
this charter shall be held ON the nrst
"Wednesday OF october, nineteen hundred
and twenty, until which time ana until
their successors shall have been duly
elected and qualified the following per
sons shall constitute the first board OF dl-
rectOrs: Michel LclOng, >. IL. Livaudais,
c. ~ Lclong. Mrs. y. -. ChaffraiN and
Mrs. NJ. Olivia Lelong, with the said
Michel Lelong, as president, ). ii. LlVau-
daiS vice president and general man
ager, G. y. LelOng, as secretary treasurer.
u. If any vacancy should occur among
. 4 hE
otherwise. such vacancy shall be Iilled by
the remaining directors, and the person
50 elected shall hold Office during the re
mander of the term of said board OF dl-
rectOrS.
I. The failure from any cause to elect
directors Oh the day stipulated shall not
nave the effect of diSsolvinS this corpora
ton, but the directors and officers then III
Office shall hold over until their sue
cesSors shall have been duly elected and
uualitled. In the event of any failure TO
mold the election on the day stipulated,
the president of this corporation, or III
his absence the vice president, shall i'm
medately call Il new election, to be heId
after notice as hercinabOye provided.
). At all elections and meetings OF stock
| holders of this corporation each stock
| holder shall be entitled to one vote Ior
each share of stock registered i'll his or
| her name and may vote i'll person or by
proxy. All elections shall be by ballot.
~
| least quarterly.
| TO- Besides the annual meeting to be held
! as above provided, meetings OF stockhold-
erS may be held whenever the board OF d.
rectors may deem it advisable, or at the
request of any of the stockholders.
| ARTICLE VI.-The net earnings of the
| corporation shall be applied as follows
| and i'll the following order:
| L. An interest of six per cent shall be
paid on all the full paid stock.
| >. Twenty-Five per cent of the remain
der shall be set aside a reserve fund,
| until the said reserve shall have reached
the total sum of twenty-five thousand dol
| lars.
| g. 500 1000 of the remainder, after de
| Quoting said interest and reserve shall be
| paid as a dividend on the full paid shares
| OF stock herein subscribed for.
( t. And of the remainder So per cent will
| be paid to the said ). Ii. Livaudais, q. y
! Lelong and Michel Lelong, in the follow
! ing proportions, for their services TO tht
| corporation, i'll addition to any salary
! allowed to them, to enable them 10 pay
for the said shares of stock which they
have the option to subscribe for as ;1ore
said and the same to be gradually applied
to the payment of said stock as subscribed
for, by them, to-wit: 40 per cent TO Mr.
). III. Livaudais; 30 per cent TO Mr., :.
| Lelong; 10 per cent to Mr.. Michel LelOng
All OF which is hereby accepted ant
agreed to by them.
D. As the said shares of stock shall b.
gradually paid for i'll full in the mannel
| aforesaid or i'll cash if the said partle
| chose to pay cash for the same, the SAT-
pro rata of net earnings allowed TO tn
said S. ii. Livaudais, {. y. Lelong ant
Michel Lelong shall be diminished in pro
portion to the shares paid for in full an'
the amount reserved for dividend shall b.
proportionately increased to cover tn
dividend on the shares of stock OF Whlci
the option is herein given, as the sam
will be paid for and become full pal'
stock.
& Certificates of stock shall be delivered
to them for full paid shares of stock oni!
and when the same shall have been full.
| paid for. And the said shares OF stocl
when fully paid for shall be entitled U
the same interest, profits, dividends an.
advantages as the shares OF stock orlSl
nalIy subscribed for and paid in full.
Z. In case of the death of the said
II Liyaudais c. \. LelOng, or Michel lie
long. the heirs of the deceased VIII be en-
titled TO Il, number of shares correspond
ing in amount to the amount coming L
or paid by the deceased on SAID snare
and the said prorata on profit herein al
Lowed shall not 90 to the heirs or lega
representatives of the deceased put WI
cease and terminate ipso facto from IN
date of such death.
ARTICLE Vino stockholder shaI
have the right to sell or transfer MS o
her shares of stock or any part thereo
TO any one who is not stockholder o
said CORPORATION unless he shall have mrs
, offered the same to the other stockholder
nj the book value thereof as fixed by tn
hoard of directors, allowing hfteen DAY
for the accepting or rejecting OF the ollel
After which delay, only II the oIier
| purchase is not accepted, the stockholue
desiring to sell his shares may sell IN
: same to any one not Il stockholder. I'M
. provision shall be printed on the race
. in the body of all certificates OF stock'
ARTICLE VIII.-No stakeholder OF TN
| corporation shall be held liable or re
: | spOnsible for the contracts or debts q
this corporation, or its faults or detauiti
i'm any further sum than the unpaid pa
! ance due this corporation on the snare
) of stock subscribed for or owned by MIN
) nor shall any infOrRality III organlZatio
, have the effect of rendering TINS charte
null or of exposing any stockholder l
any liability beyond the unpaid Dalahc'
If any, due on his stock.
r ARTICLE IX.-The parties hereto ma.
annexed to this charter, as condltlohs a
tached to the formation of TINS corport
: ton. certain rules and agreements slghe
, Inv them and which they hereby declai
: TO he permanent and irrevocable wlthot
, the unanimous votes of all the stockhoio
1 ers of the corporation given az geher'
5 meeting of the stockholders called Ior th'
7 purpose.
S ARTICLE X.-The capital STOCK OF IN
r cornoration may be increased up 10 III
V sun, of two hundred thousand dollars,