The herald., 1919-09-11
CHARTER.

ton shall be held by the stockholders for
Board of Directors. Such election shall he
preceded by three days written notice TO the
the stockholders, delivered in person or sent
by mail to the address given in the current
city directory, unless the address of such
stakeholder shall have been registered with
the Secretary and in default OF either, OF
General Delivery, New Orleans. 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 commissioners
appointed by the same. Al 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 high
est number OF votes cast al said election
/ shall be declared elected and the Board OF
/ Directors thus elected shall meet and orga-
/ nize as soon after said election as possible.
! a majority of the whole Board shall cons,I-
/ tute a quorum, and Directors absent or ul-
able to attend may authorize Directors pres
| with the Secretary and with all the powers
! such absentecs could exercise II present IN
person.
All routine business matters shall he de
cided by the majority vote of the quorum
. present At such meeting, notwithstanding
! anything in this charter or the law 10 the
| contrary, but any mater thing efiectus
| the general policy. property or corporate
rights OF the corporation shall be adopted
| only by the vote OF the majority of stock
| held by the individual members Of the whole
! Board OF Directors, and proper minute en-
. tries shall be made to show these facts. Al
its first meeting after election soon
thcrcatte~ as practicable the Board OF DIreC
; tors shall elect president and one or
| more vicepresIdentS and a secretary and
| treasurer, these last named officers need not
| he stockholders. and the two offices may ne
combined in one person by the Board Of Di-
reCtors.
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
cral 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 func-
tions OF the Board OF Directors during the
recess OF said Board. save those herein re
served for the full Board. The Board OF
Directors shall fill vacancies occurring II
this body during the term thereof. Meeting.
OF the Board OF Directors may be held "a
such times as shall be set by the BoarC
itself, or at the call OF the president and a
the request OF any two stockholders.
ARTICLE VI.-This Charter may b,
/ amended and the capital stock increased anC
decreased with the consent of two-thirds O
all of its stock expressed at a meeting Gale,
for that purpose or in any other way per
mitted by law.
, ARTICLE NII.-Ths corporation may b,
dissolved with the consent OF two-thIrds o
: the issued and outstanding capital stool
expressed at a meeting called for that pur
pose, or in any way permitted by. law. Upo,
J the dissolution OF the corporation by lImIta
ton otherwise, the stockholders shall elec
X from among their number one or more Ii
quidators. and fix the terms, conditions am
! other provisions regarding the liquidation, a
{ well as the compensation OF the llquIdators-
. ARTICLE VIII.-No stakeholder shall eve
= be held liable or responsible for the con
y tracts or faults of this corporation in an,
: further than the unpaid balance du
: this corporation on the shares owned b.
1 him, nor shall any mere informality in tn
j. organization have the effect of renderin
= this charter null of exposing the stock
holder to any liability beyond any unpa
balance.
;. ARTICLE IN.-Wherever notice is re
i Qured by law or by this character the sam
II may be given in writing delivered IN PEI
' son or sent to the last known address ,as
r prescribed in Article V of this charter, an
twenty-four hours will be sufficient for a
purposes except where otherwise prescribe
: | by law. Any and all notices required by la
= | or by this charter may he waived by III
; animous consent of the Board of Director
! | or the stockholders as the case may be, an
I such waiver shall be entered the minute
Of the meeting to which they apply.
n Thus done and passed, in my notarial o
:. tice, in the City of New Orleans, on II
;, date aforesaid. in the presence Of Robt.
|
10 nesSes, who have hereunto signed the
p names, with the said parties and they hay
r set out their addresses and the number.
'r shares held by them, and me, Notary, aft
r reading of the whole.
le Witnesses: Robt. r. Brown, II. o. Coo
N Original Signed A. ]. Higgins, Ne
1t Orleans, La, 40 shares; VIM. NJ. Cady, NJ
ID Nary, La. by A. J. Higgins, 20 shares;
E. V. Johnston, New Orleans. La, 40 shares.
is HENRY P. DART, JR.
II Notary Public.
A' I hereby certify the above and foregoir
to be true and correct copy of the origin
is act on file in my notarial records.
J. HENRY P. DART, JR..
I'd Notary Public.
- I, the undersigned. Recorder of Mortgage
~ in and for the Parish of Orleans. State
81 Louisiana, do hereby certify that the abo'
40 and foregoing Act of Incorporation of 4
q D. V. Johnston Company. Inc, was this d;
duly recorded in my office, in Book II
90 Folio 2l3.
III New Orleans, La, August o. 1919.
ia (Signed) EMILE J. LEONARD, by.
by Sept. 4-Oct. g.