The herald. [volume] (New Orleans, La.) 1905-1953, 1919-11-13
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 practicable, elect 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 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
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
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 ana sign or cause to be signed by
officers or directors specially or generally
authorized 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 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 VII.-No stakeholder shall he
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
h0ider 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 stockholder
proposes to sell, and whether or not he has
pe re a bona hde offer for any portion
OF the shares of stock proposed to be sold
III such bona fde offer has been made the
notice shall state the highest price offered
for said stock and the name of the person
onering the same. If the offer be in writ
ing 1t must accompany the notice The
secretary shall thereupon transmit to each
stakeholder a 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 the Secre-
tary, the other stockholders of this corpor-
alton shall have the privilege and option
OF purchasing the shares of stock proposed
70 oe soid at the price named in such no.
tice or at. the highest price offered by any
bona hde purchaser. Should more than
one stakeholder desire to purchase said
| stock at such price, the shares of stock
| sod h..
proposed 10 De sold shall be propOrtionate-
~ divided among such stockholders as de-
sire TO purchase the same and give notice
10 the Secretary to that effect prior to the
expiration of twenty days above provided
lor. III none or the stockholders elect to
purchase the said stock within the time
above provided, the stakeholder PROPOSING
| 10 sell shall have the privilege and is an.
thorized to sell the stock about which he
mas gwen notice in accordance with the
terms and conditions of the notice given
Dy him, and not otherwise. The officers nj
| TINS corporation are hereby prohibited
from issuing certificates for stock sold CON.
trary to or in conflict with the provisions
| of this charter.
| ARTICLE VIII.-This Charter NAV he
| changed, modified or altered or said cor,
poration may be dissolved in the mannp,
and by the majority fixed by law at any
| general meeting of said corporation CON.
vened for such purpose, after fifteen DAYS
previous notice, as required by law, shall
nave Deen given in the manner provided iI
| Article vi of this charter. But any anf
| all meetings of stockholders whether fol
| purposes of liquidation or for other mr.
oose, may be held at any time without
! notlce by unanimous consent of all stock
| hoiders, in writing, filed with the Secre
tary.
| ARTICLE IX.-Whenever this corpora
ton is dissolved, either by Limitation q,
| from other cause, its affairs shall be lioui
uatea under the superintendent of tire,
stockhoIders to be chosen for that purpos,
Dy majority in amount of the stockhoId
ers present or represented at a genera
meeting of the stockholders at which tb,
election is held. Said commissioners shall
remain In office until the affairs of sait
| corporation Shall have been fully li0ui
dated. In case of the death of one of saif
| commissioners or Of the refusal or inabiI
1ty OF one of them to act, the survivor,
shaIl continue to act and may select an
other stakeholder in the place and steat
OF the commissioner who shall have ceased
| 70 act The President may in his discre
! tlon, and SHALL upon the written reones
OF twenty-five per cent of the stockholders
can special meeting of the stakeholder.
OF this corporation.
| ARTICLE X.-No stakeholder shall eve
| De liable or responsible for the contract,
or faults of this corporation in anv fnr
| tner sum than the unpaid balance due [,
| the Company on the shares owned by o.
| subscribed for by him; nor shall any in
| wi manly III orSdHlZdt1On nave the effect o.
rendering this charter null and void. or O
| exposing the stockholders to any liability
Thus done and passed at my office II
| the City of New Orleans on the day
| month and year first above written, in tn
| presence of Messrs. Louis A. Hubert an,
| sylvester Titus, competent witnesses, re
| siding in this city, who have hereunt,
| signed their names with the appearers an,
me. Notary, after due reading of the whole
Original signed: l.. A. Hubert Sylveste
Titus, Campbell Palfrey and others.
| j. ZACH. SPEARING, Not Pub.
I, the undersigned, Deputy Recorder o
| Mortgages, in and for the Parish of Or
leans, State of Louisiana, do hereby certif,
the above and foregoing act of incOrpora
ton of Palfrey-Vil Export Company
Mortgage Office. Parish of Orleans, il
Book 1881. folio -.
New Orleans, La. October 80, 1919.
(Signed) EMILE LEONARD,
Deputy Recorder of Mortgages
l, the undersigned. Notary Public, il
| and for the Parish of Orleans. do hereb
certify the above and foregoing to be
| true and correct copy of the original &C
of Incorporation of Palfrey-Villere Expor
| Company, Inc, and of the certificate of tn
Recorder of Mortgages for this parish
thereunto appended and of record in m
office.
In faith whereof / have hereunto set m
hand and official seal on this 31st day o
October, 1919.
(Signed) J. ZACH SPEARING,
Nov. 6-Dec. IL. Notary Public