The herald., 1919-12-11
CHARTER.


the meeting and the last advertisement ap-
on the day of the meeting. Every
Board of Directors shall at Its nrst meet
ing after it's election, or as soon there
after as practicable, elect a chairman OF the
Board a 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 pract-
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 |
stockholders 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 filled by the remaining Directors.
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. an
| accessory acts, deeds, etc, and adopt a cor
pOrate seal, the same to change or alter or
| dispense with at pleasure; and to do all
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 a 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 1t must accompany the notice. The
Secretary shall thereupOn transmit to eacf
stakeholder a copy of such notice, certi
] fled by him to be correct. During tn,
{ twenty days subsequent to the said no
) tice by the said stakeholder to the Secre
! tary, the other stockholders of this corpOr
r alton shall have the privilege and option
of purchasing the shares of stock proposed
to be sold at the price named in such no
e tice or at the highest price offered by an!
l bona fide purchaser. Should more thai
I one stakeholder desire to purchase sal,
: stock at such price, the shares of stool
I proposed to be sold shall be proportionate
S ly divided among such stockholders as de
sire to purchase the same and give motto
e to the Secretary to that effect prior to tn
|, expiration of twenty days above provide
d for. If none of the stockholders elect {
d purchase the said stock within the tim
d above provided, the stakeholder proposin
d to sell shall have the privilege and is au
# thorized to sell the stock about which h
e has given notice in accordance with tn
II terms and conditions of the notice give
o by him, and not otherwise. The officers
le this corporation are hereby ,prohibite
/; from issuing certificates for stock sold cor
5, trary to or in conflict with the provision
st of this charter.
i ARTICLE vIII-This Charter may /
9 changed, modified or altered. or said co
n, poration may be dissolved in the mann,
NJ and by the majority fixed by law at al
ID general meeting of said corporation col
% vened for such purpose, after fifteen day
70 previous notice, as required by law. sha
70 have been given in the manner provided
of Article vi of this charter. But any al
e. all meetings of stockholders. whether f
r. purposes of liquidation or for other pu
70 pose, may be held at any time. witho
I'm notice by unanimous consent of all stOc
> holders in writing, filed with the Seer
~ tary.
en- ARTICLE IX.-Whenever this corpor
rs, ton is dissolved, either by limitation
ne from other cause, its affairs shall be liz,
n. dated under the superintendent of thr
ne stockholders to be chosen for that purpc
n by majority in amount of the stockhol
fnI at
" meeting of the stockholders at which I
or election is held. Said commissioners sh
N remain in office until the affairs of SO
p- corporation shall have been fully liq'
DR., dated. In case of the death of one of 81
ed commissioners or of the refusal or inab
ses ity of one of them to act, the survive
IN shall continue to act and may select
d. other stakeholder in the place and ste
lai of the commissioner who shall have ceas
to act. The President may in his disc
10 ton, and shall, upon the written requ
nd of twenty five per cent of the stockholde
ler call special meeting of the stockhold
Ite. of this corporation.
,ck ARTICLE X.-No stakeholder shall q
ice - liable or responsible for the contra
hin or faults of this corporation in any f
his Their sum than the unpaid balance due
nb- the Company on the shares owned by
Ill subscribed for by him: nor shall apy
the formality in organization have the effect
by rendering this charter null and void. or
be exposing the stockholders to any liabil
lay Thus done and passed at my office
my the City of New Orleans, on the d
ny month and year first above written in
ns presence of Messrs. Louis A. Hubert
s .eI Sylvester Titus, competent witnesses
nm siding in this city, who have hereu
signed their names with the appearers
tne me. Notary, after due reading of the VIII
ltai Original signed: l.. A. Hubert, Sylve
up- Titus, Campbell Palfrey and others.
'ck . j. ZACH. SPEARING, Not. Pu
to I, the undersigned, Deputy Recorder
full Mortgages, in and for the Parish of
UGH leans, State of Louisiana, do hereby Ger
UGH the above and foregoing act of incorp,
IAN ton of Palfrey-Villere Export Comp,
'ay- Inc. was this day duly recorded in
the Mortgage Office. Parish of Orleans,
cess Book 1921. folio -.
ock New Orleans, La. October 80 1919.
per (Signed) EMILE LEONARl
por- Deputy Recorder of Mortga
i0" /, the undersigned. Notary Public
nm and for the Parish of Orleans, do heI
ia certify the above and foregoing to
h. true and correct copy of the original
az of Incorporation of Palfrey-Villere Elk
LA Company Inc, and Of the certificate of
ianr Recorder of Mortgages for this pal
tnrs thereunto appended and of record in
.oas office.
S or In faith whereof have hereunto set
,,hIo hand and official seal on this 31st da
'l LUZ October, 1919.
III S,a (Signed) J. ZACH SPEARIN
ora Nov. 6-Dec. III. Notary Pu
pital aMENDNyrNT no Cu.pTCD NCw
of. vESGS No am or
the We AA"ii