The herald. [volume] (New Orleans, La.) 1905-1953, 1919-11-20
CHARTER.

The meeting and the last advertisement ap-
pearing on the day of the meeting. Every
ing after its election, or as soon there
after as practicable, elect a chairman of the
Board, President and Treasurer, and |
Vice President and Secretary, from their
own number. A failure to elect Directors
on the date above specified shall not dis
solve the corporation, but the then exist
ing Board of Directors shall continue to /
hold their Offices, and another election |
shall be held as soon thereafter as practi- |
cable, at time to be fixed by the Board |
of Directors then in office, whereof fifteen |
days prior notice shall be given in the |
manner above provided which said notices |
shall be full and complete notice to all |
of such meetings. In the |
event no election takes place at the second |
meeting, or if no second meeting shall be |
called or held, the Board then in office |
shall hold over until the next annual meet |
ing or until their successors are duly elect
ed and qualified. Any vacancy occurring
in said Board of Directors, from any cause,
shall be filed by the remaining Directors.
The Board of Directors may make such by
laws, rules and regulations as they may
think proper for the transaction of the
business and affairs of said corporation,
and change, alter and amend the same at
pleasure, and shall exercise all the powers
of this corporation, or may delegate the
same to one or more officers at its pleas
ure; appoint and fix the salaries of all Off
GERS, clerks and employees, not herein men
toned, the same to change or dismiss at
pleasure; fix the salaries of the officers
provided for herein; sell, convey, mortgage,
pledge, lease and purchase rights, priv
ileges, franchises, property, movable i'm
movable and personal; borrow money, lend
money, issue notes and bonds; make con-
tracts and sign or cause to be signed by
officers or directors specially or generally
authorized by the Board of Directors. all
necessary acts, deeds, etc, and adopt cor
porate seal, the same to change or alter or
dispense with at pleasure; and to do al!
things which may be necessary to be done
in the management of said business and
permitted by the laws applicable to cor
preparations.
ARTICLE Vino stakeholder shall be
allowed to dispose, directly or indirectly,
in whole or in part, of the shares of stock
held or owned by him without first giving
twenty days notice to the Secretary of this
corporation of the intention of such stock
holder to dispose of his shares of stock in
whole or in part, which notice shall state
the number of shares proposed TO be sold
and the price at which such stakeholder
proposes to sell, and whether or not he has
received bona fide offer for any portion
OF the shares OF stock proposed to be sold.
If such bona fide offer has been made, the
notice shall state the highest price offered
for said stock and the name of the person
| Offering the same. If the offer be in writ
| ing it must accompany the notice. The
| Secretary shall thereupOn transmit to each
stockholder copy of such notice, certi-
| fled by him to be correct. During the
| twenty days subsequent to the said no.
tice by the said stakeholder to the Secre-
| tary, the other stockholders of this corpor-
| alton shall have the privilege and option
| of purchasing the shares of stock proposed
| to be sold at the price named in such no
| tee or at the highest price offered by any
bona fide purchaser. Should more than
| one stakeholder desire to purchase said
| stock at such price, the shares of stock
| proposed to be sold shall be proportionate-
~ n mn mob ntan 1-I all
sire to purchase the same and give notice
| to the Secretary to that effect prior to the
expiration of twenty days above provided
for. If none of the stockholders elect to
purchase the said stock within the time
above provided, the stakeholder proposing
to sell shall have the privilege and is au-
| thorized to sell the stock about which hi
has given notice in accordance with the
| terms and conditions of the notice giver
by him, and not otherwise. The officers o.
this corporation are hereby prohibited
from issuing certificates for stock sold con
trary to or In conflict with the provision.
of this charter.
ARTICLE VIII.-This Charter may b,
changed, modified or altered, or said cor
poration may be dissolved in the manne
and by the majority fixed by law at an,
general meeting of said corporation con
vened for such purpose, after fifteen days
previous notice, as required by law, shall
have been given in the manner provided il
Article vi of this charter. But any an,
all meetings of stockholders, whether TO
purposes of liquidation or for other pur
pose, may be held at any time withOu
notice by unanimous consent of all stock
holders, in writing, filed with the Score
tary.
ARTICLE IX.-Wheneyer this corpora
, ton is dissolved, either by limitation o
from other cause, its affairs shall be liqui
dated under the superintendent of thre
stockholders to be chosen for that purpos
by majority in amount of the stockhold
ers present or represented at a generf
meeting OF the stockholders at which tn
election Is held. Said commissioners sha
remain in office until the affairs of sal
corporation shall have been fully liaui
|, dated. In case of the death of one of sal
|, commissioners or of the refusal or inabi
ity OF one of them to act, the survivor
shall continue to act and may select ar
, other stakeholder in the place and stea
! OF the commissioner who shall have cease
, 70 act The President may in his discr,
, tlon, and shall, upon the written reuue.
of twenty-five per cent of the stakeholder
call special meeting of the stockholde,
!. Of this corporation.
( ARTICLE X-No stakeholder shall ev,
e be liable or responsible for the contrac
n or faults of this corporation in any flu
s Their sum than the unpaid balance due
: the Company on the shares owned by
: subscribed for by him; nor shall any II
e formality in organization have the effect ,
y rendering this charter null and void or
e exposing the stockholders to any liabilit
Thus done and passed at my office
q the City of New Orleans, on the da
o month and year first above written, in Il
h presence of Messrs. Louis A. Hubert ar
= Sylvester Titus, competent witnesses. r
siding in this city, who have hereun
n signed their names with the appearers al
!. me, Notary, after due reading of the whol
= original signed: L. A. Hubert Sylyest
: Titus. Campbell Palfrey and others.
!, j. ZACH. SPEARING Not puh
Q /, the undersigned, Deputy Recorder
II Mortgages, in and for the Parish of O
n leans, State of Louisiana, do hereby certi
n the above and foregoing act of incorpor
l. ton Of Palfrey- Where Export Compan
= Inc, was this day duly recorded in I
le Mortgage Office. Parish of Orleans
Is Book 1881. folio -
New Orleans, La. October 80, 1919.
r (Signed) EMILE LEONARD.
r Deputy Recorder of Mortgag,
1. the undersigned, Notary Public
N and for the Parish Of Orleans, do here
IA certify the above and foregoing to be
D. true and correct copy of the original q
N Of incorporation of Palfrey-viller EXPO
IA company, Inc, and of the certificate of I
~ Recorder Of Mortgages for this pari.
- thereunto appended and of record in I
=. Office.
:. In faith whereof I have hereunto set !
10 hand and official seal on this 31st day
n October, 1919.
20 (Signed) J. ZACH SPEARING
A. NOV. 6-Dec. III. Notary Pub
~ a. AMENDMENT To CHARTER NEW O