The herald., 1919-11-06
CHARTER.

the meeting and the last advertisement ap-
pearing on the day of the meeting. Every
| Board of Directors shall at its first meet
ing after its election, or as soon there
after as practicable, elect a chairman of the
| Board, a President and Treasurer and a
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 "a 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
snail 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 hlled by the remaining Directors.
The Board of Directors may make such by
| laws, rules and regulations as they NAV
| think proper for the transaction of the
business and affairs of said corporation.
| and change. alter and amend the same ar
| pleasure, and shall exercise all the pOwers
| or this corporation, or may delegate the
| same to one or more officers at its Meas
| ure; appoint and fix the salaries of all Off
| GERS clerks and employees not herein mon
| toned, the same to change or dismiss ~
| pleasure; fix the salaries of the officers
| provided for herein; SELL convey mortgage
| pledge, lease and purchase rights, priv
| lleSes. franchises property movable i'm
| movable and personal: borrow money lend
| money, issue notes and bonds: make con.
| tracts ana sign or cause to be signed by
| OfhcerS or directors specially or generally
| authorlzed by the Board of Directors an
| necessary acts. deeds, etc, and adopt n cor
porate seal. the same to change or alter or
| dispense with at pleasure: and to do ALI
thlhSS 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 pivinD
twenty days notice to the Secretary of this
corporation of the intention of such stock
holder to dispose of his shares of stock in
Mhole or IN part. which notice shall state
the number of shares proposed To no sold
and the price at which such stockhoIdpr
proposes to sell, and whether or not no has
received bona fide offer for any portion
OF the SHARES of stock proposed to be sold
III such bona fde offer has been made tbe
notice shall state the highest price offered
Tor said stock and the name of the nerson
onerins the same. If the offer be in writ
lug IL must accompany the notice The
secretary shall thereupon transmit to each
Stockholder copy of such notice. certi
ned by him to be correct During the
twenty days subsequent to the said no
tice by the said stakeholder to tho Sacro
tary, the other stockholders of this cornor
atlon shall have the privilege and ontion
Oh purchasing the shares of stock proposed
to be sold at the price named i'm such no
tlce or at the highest price offered NV anr
Dohd nde purchaser. Should more than
one stakeholder desire to purchase said
STOCK at such price, the shares of stock
proposed to be sold shall be proportionata-
~ divided among such stockholders az do
sire 10 purchase the same and give notice
10 the Secretary to that effect prior TO the
expiration OF twenty days above provided
Tor. III none of the stockholders eIect to
purchase the said stock within the Tina
above provided, the stakeholder prOnosin1
10 sell shall have the privilege and is an
h tnorl z.a 10 sell the stock about which he
mas given notice in accordance with tho
terms and conditions of the notice given
ny hlnn' ana not otherwise. The officers Of
ms corporation are hereby prohibited
from issuing certificates for stock sold con
lrary 10 or In conflict with the provisions
of this charter.
ARTICLE VIII.-Tbis Cbarter ,no, 10
changed modified or altered or said cor
poratlon may be dissolved in the manner
ana by the majority fixed by law AT anv
general meeting of said corporation con
Nehed Tor such purpose after fifteen days,
previous notice, as required by law. shall
nave been given in the manner provided in
article vi of this charter But any and
an meetings OF stockholders whether for
purposes of liquidation or for other mr.
pose, may be held at anr time. witbout
notlce Dy unanimous consent of all stock
holders, in writing, filed with the score
tary. INC "e're
J.. ARTICLE IX.-Whenever this cornora-
ton Is dissolved, either by Limitation or
from other cause, its affairs shall he it,;
dated under the superintendanca % -
stockholders to be chosen for that nurnoSs
py q majority in amount of the stockboIdS
NJ mrs present or represented at general
meeting of the stockholders at which a.
elecuon is held. Said commissioners shall
remain IN office until the affairs of said
corporation shall have been fully Jinm;-
uaIed. In case of the death of one of said
commissioners or of the refusal or inab;i-
lily OF one of them to act the surrivors
snali continue to act and NAV select an.
other stakeholder in the place and stead
" the commissioners who shall have ceased
70 act The President NAV in his discro
tlon, and shall, upon the written rennast
VI twenty-five per cent of the stockholders
can special meeting of the STOCKHOLDERS
or this corporation
ARTICLE Mo stakeholder shall eyer
De liable or responsible for the contracts
vi IL IauIts or this corporation in any fur
.ner sum imam the unpaid balance due TO
the Company on the shares owned bv or
suDscrlDed for by him: nor shall any in
humanity In organization have the effect of
rehuerlng this charter null and void or of
49, SS'NhHoiuers 10 any udtiIty. |
Thus done and passed at nv Office in
the city of New Orleans on the dav
month and year first above written. in tbe
presence of Messrs. Louis A. Hubert and
sylvester Titus competent witnesses re-
siding in this city, who have hereunto
signed their names with the appearers and
me. Notary, after due reading of the whole. |
original signed: l.. A. Hubert. Sylvester
Titus. Campbell Palfrey and others.
j. ZACH. SPEARING, Not. Pub.
i, the undersigned. Deputy Recorder of |
Mortgages, in and for the Parish of Or
leans, State of Louisiana, do hereby certify |
the above and foregoing act of incorpora,
ton OF Pa1frey-Villere Export Company. |
Inc, was this day duly recorded in the |
Mortgage Office. Parish of Orleans. in !
Book 1881. folio -
New Orleans, La. October 80. 1919.
tS1gned) EMILE LEONARD
Deputy Recorder of Mortgages. /
1. the undersigned, Notary Public, in |
and for the Parish of Orleans. do hereby |
certify the above and foregoing to be a |
true and correct copy of the original act |
OF incorporation of Palfrey- Villere Export |
company, Inc, and of the certificate of the |
Recorder of Mortgages for this parish,
thereunto appended and of record in my |
office.
In faith whereof 1 have hereunto set nv
hand and official seal on this 31st day Of
October, 1919.
(Signed) J. ZACH SPEARING.
NOV. 6-Dec. ii. Notary Public |
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