The herald. [volume] (New Orleans, La.) 1905-1953, 1919-07-03
CHARTER.

:
every character and description, for the cor
poration itself or for others, in land vehicles,
| water-craft, or air craft belonging to the
corporation or to others and generally to
engage in the business of transportation.
To engage in the manufacturing, selling
and buying of goods and material OF every
description and character; TO export and I'M
port the same, and in fact to engage IN a
| general mercantile and manufacturing busl-
| ness.
To engage in foreign, d, well as do
nestle, commerce. and in fact to carry on
; any of the business aforesaid, either in the
nature of transportation manufacture IN
the United States foreign countries.
To conduct and carry on such other busl-
ness as may be found necessary or convent.
ent for properly effectuating the aforesaid
purposes or enhancing the value of the prop
critics, rights and privileges OF the corpora
ton.
ARTICLE IV.-The capital stock of this
corporation is hereby fixed at the sum OF
Ten Thousand ($l0WO0O Dollars, and shall
be divided into and represented by one hun
bred QO0) shares of the par value OF One
Hundred $4,000 Dollars each. Said stock
shall be paid for in cash or its equivalent,
as provided by law, and in such manner and
at such times and in such instalments as
| may be prescribed by the Board OF DIrec-
tors. This corporation shall become a going
concern and shall be authorized 10 commence
business when Five Thousand (S5O0O.O0) Dol
lars of its capital stock shall have been sub
scribed for as provided by law, and when
Twenty Five Hundred ($250OOO) Dollars OF
the capital stock shall in fact have. been
paid for, either in cash its equivalent.
ARTICLE V.-The capital stock of this
corporation may be increased TO the sum OF
One Hundred Thousand Dollars ($l0O0O0.OO),
by twO-thirds vote of all the stock presen,
or represented at a special meeting called
for that purpose, at regular annual meet
ing of the corporation.
ARTICLE VI.-All certificates of stock is
sued by the company shall be signed by
! the President anC cOunter-signed by the Nice-
President; if authorized by resolution OF
II. Roard CT Directors, shall be signed by
the President and counter-Signed by the
Secretary Treasurer. The stock of this cor
poraton can be transferred only the
books Of the corporation and subject to such
regulations and formaities as may be by
the Board of Directors from time to time pre-
scribed.
No stockholder shall be permitted to sell
or otherwise dispose of his stock without
first offering the same in writing to the
other stockholders, through the Board of Di
rectors, at price not exceeding the book
value thereof, and the stockholders shall
have an option and first right to purchase
all the shares Of stock to be thus disposed
of by sale or by the death, resignation OF
otherwise, of any of the stockholders of the
corporation, and shall have period of ter
days in which to accept or decline such of
fer Of stock. Should the Board of Director:
or the stockholders decline to purchase sale
stock, then the stakeholder or stakeholder:
VINO maze the Otfer TO sell or otherwise dis
pose of the stock, may sell or otherwise
dispose of it in any manner and at any
: price that he or they may see fit. Blu
each share of stock is issued under the con
dition and understanding that stockhold
er shall make sale or transfer OF his stool
in violation of this provision; and such salt
or transfer if made, shall be void and thi
Company shall be under obligation Il
list said stock on its books or to regard thu
holder of the certificate thereof.
= ARTICLE NII.-The corporate powers O
5 this corporation shall be vested in and ex
ercised by Board of Directors composeC
of three stockholders, two of whom shall con
stitute quorum for the transaction of bust
ness. The Directors of this corporation ma.
vote in person by written proxy at an
of the meetings of the Board of Directors, an
the Board of Directors may delegate any o
its powers to any officer or officers or an!
other representative of the company by ap
proprfate resolution to that effect. Tn
q, first Board of Directors of this Company shall
r Emanuel Samuels, Albert B. Breedlove, wit
Emanuel Samuels, President; Albert B
Breedlove, Vice President; c. B. Craft, Sec
rotary. And they shall serve until tn
fourth fourth Wednesday in June 1919, or unit
: The Directors shall be elected annually b
the stockholders, at meeting held on tn
fourth Wednesday of June, in each yea
thereafter. Notice of such meetings shall
be given fifteen days prior to the date O
the meeting. in writing, and sent to eac
, stakeholder at his last known address
/ Each stakeholder shall at such annual meet
ing. or other meeting, general or special, b
entitled, in person or proxy to one vote 70
i each share of stock owned by him. Elec
: tons shall be held under such rules an
A regulations as may from time to time be dc
termined by the Board of Directors. TIL
|, Directors when elected shall hold office 70
, one year until their successors shall hav
i been elected and qualified; and failure t
hold the annual meeting of stockholders, o
operate the forfeiture of this charter o
any rights Hereunder. Any vacancy occur
ring in the Board of Directors may be file
' by the Directors for the unexpired term.
. ARTICLE VIII-This charter act Q
: incorporation may be changed, modified, al
{ tered or amended by and with the consen
i of two-thirds of all the stock present at an
I meeting, general or special, held for tina
purpose; and such amendment may be ma
: terial or immaterial, subject only to llmita
. tions as may be by law provided; and thi
r corporation shall have the power to increas
!. or decrease its capital stock as hereinbefor
set out, and any increase in the capital stoc
. | in excess of the amount named herein a
: the amount to which 1T may be increase
r may be made by a three-fourths vote of a
4 outstanding stock.
: ARTICLE IX.-Notice of any and all NEE
{ ings referred to in this charter or require
A by law, shall be given in the manner PR
a vided in giving notices in case of elections
o unless the same shall have been waive'
r In case OF the dissolution, liquidation
!. termination of this charter, by limitation
y otherwise, the affairs of this corporation sha
e be liqudated by one or more liqudatoi
Il elected by the stockholders, VINO may pr
: vide the number of said liquidators and We
- them with such and authority as may B
- law be permitted. and fix the terms and col
r. ditions upon which they shall serve ar
IS their compensation, and provide that in ca:
Il or death or disability of any one of sa
:. liauidators, the remaining liquidators ma
!, fill the vacancy or continue to act on beha
h of the corporation.
:, ARTICLE Mo stakeholder of this co
,e poration shall be liable or responsible 4
" any costs, contracts, debts or faults of tn
:. company, or any of its officers, nor shall ar
,e mere informality in organization have Il
4 effect of rendering this charter null and vol
" or of exposing stakeholder to any liabili
IN beyo..d the unpaid balance due on the sto'
Or held by him.
le ARTICLE M.-The subscribers here
1t have written opposite their names the nuI
Der of shares subscribed to by each of the
.s and their post office addresses, so that tn
ii charter may serve as the subscription Ii
70 of the corporation; all of which subscriptio
As are payable in the manner and form set o
ID herein.
r Thus done and passed at my office in t
r City of New Orleans, Louisiana, on the da
G. month and year herein first above write
sc in the presence of Emile R Wendell and