The herald. [volume] (New Orleans, La.) 1905-1953, 1919-02-13
CHARTER

| their respective names. SD tl4, t.r, A.; #
| Incorporation shall serve as an original sub
scrlp:ion.
J. Ohio Elmer. p Subscriber 10 sixty
shares OF the corporate stock. Ids trans
icrred, conveyed and delivered 70 ''. cor
p9ratlo1 IN full payment and Igr.iai ,n of
/ i.ity->cNtu shares Of h'> subscription. GER
tain OF his interest .a the rN.s.ra- nasiags-
Of Q. Elmer y Company. SIS Wr.trcv-., en-
tral Bank Banding. New orleans. Louisiana,
including agency contracts g..H- will ETC..
as shown in the statement filed lrre... ID xiv
ing detailed and ;tcm,lrl description. to-
Sej1cr with ;he value thereof us appraised
by the Director, Of tins corporation.
ARTICLE N.--Ihc has.ue-, and affair, #
this corporation shall ice managed .aI a5r-
Quoted by Board II th-cc l.rr...g~. WHO
shall al be stockholders, The g..r.-.-. ut
the director, Of tni, ,,rn5ra.i.n present ~,
any meeting iu person " F.. r-rN, Shall
constitute . quorum. and a.., r.,y yo.. 90.
those present 10 person ug ~ proxy shall
decide all questions voted ..a.r SAID de
rrctar> shall he elected annually t-..r r,..-r
the Stockholders %. "a. second Monday If
Iauua.y II each year. -,,e,~ g.. same shall
Hu Legal holiday. when -a- election shall
We held Oh Tie next LEGAL g.. tlr~e.f.c-
beginning a~ the second Monday 1. ia-u-
arg. l--I. and after i,ttce~ 14y, p-il~ writ
| zen notice layjn. been mailed .p cash stock
| h,l1c- Of record 10 ms las. known address,
! The voting shall be by ballot and each
| stakeholder shall be entitled % cast one
| vo.c Tor each share held rv him which has
| been standing Iu hi, ra-rs ,a the books
| TO-. the carr1~a,iur for AZ least ten Gavs n-i.r
! 10 the date OF the election. A majority II
| the cotirc stock ISSUED and outstanding
| voted ut such election shall. elect. Immr-
| dia:cly after the election Of sand BOARD Of
| Directors and the adi0urnucr. Il the stock
| holders meeting, the newly elected Board
| Of Directors shall elect from among their
| number the aff,ccrs Of tins corporation, who
! shall he a president. 4 vice-pre,idcur = Sec
| rotary and treasurer The offiy[s Of
/
| the same person. The failure to elect Di-
| rectors or officers as herein provided for
/ shall not result in the dissolution Of the
| corporation, but the then Board OF Directors
| and officers shall hold their respective Of
! fees until their successors are duly elected
| and qualified
| Special meetings Of the shareholders may
be held when ordered by the Board Of Di-
rectOrs and must be held upon the request
OF not less than twenty-five per cent. of
| the outstanding stock after fifteen days
written notice to each stakeholder stating
the object or objects OF said meeting. Any
vacancy occurring on any Board Of Direc-
tors shall be filled by the remaining men,
bers OF said Board for the unexpired term
at meeting called for that purpose after
ten days prior written notice, the director or
directors so elected to hold office until the
next annual stockholders meeting. but
should it be impossible for any cause for
any vacancy or vacancies in the Board OF
Directors TO be filled by the Directors, such
vacancy or vacancies may be filled by the
stockholders at any meeting called for that
purpose by the president Any and all Di.
rectors' meetings the notices for which are
not herein specifically provided for, may be
called by any officer OF tais corporation
upon ten days notice by mail. Any Direc-
appoint any shareholder to vote for him at
any and all Directors meetings, and such
proxy shall have and exercise all of the
powers OF such Director appointing him
nrgsT rIRgI At H.
eltheI directors or STOCKHOLDERS meetings
may be held after certain prescribed notices
to the Directors or stockholders, it is under
stood and agreed that any and all Directors
and stockholders meetings may be held
without notice whenever lawful provided all
Directors or stockholders, the may
be, waive notice in writing or are present
in person or by proxy al such meeting OF
meetings
The Board of Directors shall have full
control OF the property of this corporation
and shall conduct, manage and use the same
as in their discretion they deem best and
that is consistent with the objects of the
Company and its welfare. and thew shall
have power to make, alter and annul such
bylaws, rules and regulations as they may
think proper. They shall have the further
right and power to appoint such agents, clerks
and employees they deem best 10 fix
their salaries. terms of office and the right
TO dismiss them at said Boards pleasure
and said Board shall have the further right
10 determine and fix the salaries, if any,
OF the several officers herein provided for.
ARTICLE NI.-The first Board of Direc-
tors and officers who shall serve until the
annual meeting to be held on the second
Monday in January, 1920 or until their
successors duly elected and qualified,
shall be: !. OTTO Elmer, 1924 Arabella
Street. New Orleans, La. who shall be
President; Joseph w. Cochran, 635 West
Fourth Street, Wiliamsport. Pa. who shall
be Vice-President; Robert Gilmore I47
Market Street. Wlliamspurr, Pa, who shall
be Secretary Treasurer.
ARTICLE NII,-This charter may be al
tered or amended and this corporation may
be dissolved BY a vote of two-thirds of all
outstanding stock at a meeting of the stock
holders duly convened for that purpose by
the Board Of Directors or by the President
upon the written request of not less than
twenty-five per cent of the outstanding
Stock after fifteen days notice mailed to
each shareholders last known address But
the capital stock OF this corporation shall
not be decreased by such amendment to an
amount less than the corporate Indebtedness
and amendment shall be made changing
the objects and purposes OF this corporation
without a vote of all outstanding stock and
the capital stock shall not be increased be-
yond the amount originally named as the
sum TO which the capitals may be increased
except by a vote of three -fourths of all out
standing stock.
Whenever in the judgment Of the Board of
Directors it shall be deer.ed advisable that
this corporation shall be dissolved the Board
shall within ten days after the adoption of
resolution that Inv Of