The herald. [volume] (New Orleans, La.) 1905-1953, 1919-10-30

cepted within thirty days from receipt of thu
Boards notice and paid for in cash within
ninety days from such notice. The stockhold
| ers shall have the right to buy said shares IL
proportion to their holdings. and any shares
not taken in proportion may be taken by TIT
other shareholders. Failure of the stockhold
ers to buy shall, by the mere expiration of the
time limit, release the stockholders from the
eject of this provision.
2. Whenever any stockholder whose hold
ings, together with those of MS surviving wife
| of children, if any, shall aggregate twenty
per cent of the capital stock of this
| corporation, shall die. his successors, heirs ol
| legal representatives will have the right tC
| tender the whole of tn estock of this corpora
! ton owned by said decedent and his surviving
| wife or children, if any, TO be purchased by
| the surviving stockholders at the price set out
| in the first paragraph hereof. 1t shall be the
| duty of the Board of Directors to submit the
| said offer to the stockholders, and if within
| the time herenabove prescribed the offer shall
| not be accepted and the stock purchased, then
| the said successors heirs legal representa-.
| tives shall have the right to demand the DISCO
| lIton and liquidation of the corporation. and
| in default to apply to any court of competent
| jurisdiction Cor dissolution of this corporation
| and the liquidation of the same, any law to
| the contrary notwithstanding, saving always,
| however. the right to the said corporation in
| said proceedings 10 dissolve and liquidate in
the manner prescribed by the law of Louisi-
| ana
5. No stock shall be held in this corpora
| ton by employees who are not officers en-
| cept such as has been subscribed for in this
charter or which may be transferred with the
consent of the Board of Directors TO such en-
ployee at the time of, or during employment.
Whenever such employment ceases through
| death, resignation, dismissal or otherwise, the
Board of Directors shall call the stock of that
person for transfer to the other stockholders
as provided in this charter, but the price to
be paid shall be book value as per inventory
last preceding such call the said price shall
be paid in cash within sixty days from such
call. No stock held controlled by such en-
ployees shall participate in any stock
hereafter to be issued when sold under the
preceding provisions, unless with the consent
of the Board of Directors expressed by reso-
lutons entered on the minutes. For the pur-
poses of this Article, the inventory and books
shall be closed as of June 80, and December
81, in each year, from and after December
81, 1919. The substance of the foregoing pro-
visions shall be stated briey and succinctly
in or on the face of each certiicat of stock,
and this shall be conclusive evidence and
notice to all persons dealing Herewith. The
Board of Directors is hereby constituted the
agent of the stockholders for the purpose of
enforcing and carrying out the foregoing pro-
visions
ARTICLE V.-Al the corporate powers
vested by law or this charter in corporations
shall be exercised by the Board of Directors
of this corporation, including the right to
manage. control and direct the affairs of the
corporation, the corporate policy, and to sell
the corporation or merge the same into
other corporation, and to take in payment of
any such sale or merger, cash, bonds, notes
or stock of the purchasing or merging cor
poration, or of a new corporation, created for
the purpose. without the necessity of referring
either any of said acts to the stockholders
The Board of Directors of this corporation
shall be composed of seven stockholders, who
shall be elected Immediately after the sign
ing of this charter, and without further for
mality or delay, to hold office for one year and
until their successors are elected and qualified.
On the first Monday in January, 1920, and an
nually thereafter, an election shall be held by
the stockholders for Board of Directors.
Such election shall be preceded by ten days
written notice to the stockholders delivered in
person or sent by mail to the address given
in the current city directory. unless the ad-
dress of such stakeholder shall have been
registered with the secretary. and in default
of either, care of general delivery, New Or
leans, La. The election shall be held at the
office of the corporation at such hour as may
be fixed by the incumbent Board of Directors,
and under the supervision of two commission
ers appointed by the same. At such election
each stakeholder shall be entitled to one vote
for each share of the capital stock held by |
him, and the persons receiving the highest |
number of votes cast at said election shall be |
declared elected, and the Board of Directors |
thus elected shall meet and organize as soon
after election as possible. A majority of the |
whole Board shall constitute quorum. and
Directors absent unable to attend may au- |
thorize Directors present to represent them by |
written proxy filed with the secretary and |
with all the powers such absentees could ex-
ercise if present in person.
All routine business matters shall be de-
cided by the majority vote of the quorum |
present at such meeting. notwithstanding any
thing in this charter or the law to the con-
trary, but any matter or thing affecting the |
general policy, property corporate rights of /
the corporation shall be adopted only by the
vote of the majority of stock held by the in
dividual members of the whole Board of Di-
rectors, and proper minute entries shall be /
made to show these facts. At its first meet
ing after election, or as soon thereafter as
practicable, the Board of Directors shall elect
a president, and one or more vice-presidents |
and a secretary and treasurer, these last |
named officers need not be stockholders. and |
the two offices may be combined in one per-
son by the Board of Directors.
The Board of Directors may establish by
laws rules and regulations for the govern
ment of the corporation, and may also create
committees for the management of the sew
eral departments of its business, including an
Executive Committee of not less than three
members of the Board, which committee shall
be empowered to exercise all the functions of
the Board of Directors during the recess OF
SAID Board, save tnOSe nerelu RESERVED IOE /
full Board. The Board of Directors shall fill
occurring in this body during the
term thereof. Meetings of the Board of Di-
rectors may be held at such times as shall be
set by the Board Nself, or at the call of the
president and at the request of any two stock
holders.
ARTICLE VI-This charter may be amend
ed and the capital stock increased and de-
creased with the consent of two-thirds of all of
its stock expressed at meeting called for that
purpose or in any other way permitted by
law.
ARTICLE Widths corporation may be
dissolved with the consent of two-thirds of the
issued and outstanding capital stock expressed
at meeting called for that purpose, or in any
way permitted by law.
Upon the dissolution of the corporation
by limitation or otherwise, the stockholders
shall elect from among their number one
Dr. more iqudators, and fix the terms, condi-
ions and other provisions regarding the liqui-
1ation, as well as the compensation of the
iquidators.
ARTICLE VIII.-No stakeholder shall ever
De held liable responsible for the contracts
,r faults of this corporation in any further
ion on the shares owned by him, nor shall any
mere informality in the organization have the | {
fleet of rendering this charter null or of ex- /
,osing the stakeholder to any liability beyond
my unpaid balance.
ARTICLE IX.-Wherever notice is required !
" law or by this charter the same may be
.iven in writing delivered in person or sent
o the last known address, as is prescribed in (
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