The herald. [volume] (New Orleans, La.) 1905-1953, 1919-10-09

not taken in proportion may be taken by the
other shareholders. Failure of the stockhold-
ers to buy shall, by the mere expiration of the
time limit, release the stockholders from the
eSect of this provision.
2. Whenever any stockholder whose mold
ings together with those of mis- surviving wife
of children, if any, shall aggregate twenty
per cent more of the capital stock OF this
corporation. shall de- his successors, heirs or
legal representatives will have the right to
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 hereinabove prescribed the offer shall
not be accepted and the stock purchased. then
the said successors. heirs or legal representa-
tives shall have the right to den and the dISso-
l1tion and liquidation of the Co poration, 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 20 dissolve and liquidate in
the manner prescribed by the law of Louisi-
ana.
). No stock shall be held in this corpora
ton by employees who are not officers,
cept such as has been subscribed for in this
charter which may be transferred with the
consent of the Board of Directors to such en-
poyee at The time of, 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 or 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-
lutions entered on the minutes. For the pur-
poses of this Article. the inventory and books
shall be closed 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 brie.y and succinctly
in the face of each certiic 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 Van 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 an
other corporation. and to take in payment of
any such sale or merger, cash, bonds, notes
or stock of the purchasing or merging cor
poraton, of new corporation. created for
the purpose, without the necessity of referring
either or 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 a Board of Directors.
Such election shall be preceded by ten days
written notice to the stockholders. delivered in
person 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 snail 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 possible. A majority OF the
whole Board shall constitute a quorum, and
Directors absent or unable to attend may au- |
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 or 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 those herein reserved for the
full Board. The Board of Directors shall fill
vacancies 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 itself, 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 a meeting called for that |
purpose or in any other way permitted by
law.
ARTICLE vII-This corporation may be
dissolved with the consent of two-thirds of the |
issued and outstanding capital stock expressed
at a meeting called for that purpose, or in any |
way permitted by law.
Upon the dissolution of the corporation
by limitation otherwise, the Stockholders
shall elect from among their number one
or more liauidators. and fix the terms. condi- |
tions and other provisions regarding the liqui-
dation, as we'll as the compensation of the
liquidators.
ARTICLE vIII.-No stakeholder shall ever
be held liable or responsible for the contracts
or faults of this corporation in any further
sum than the unpaid balance due this corpora
ton on the shares owned by him, nor shall any
mere informally in the organization have the
effect of rendering this charter null of ex-
posing the stakeholder to any liability beyond
any unpaid balance.
ARTICLE IX-Wherever notice is required
by law or by this charter the same may be
given in writing delivered in person sent
to the last known address, as is prescribed in
Article of this charter, and twenty-four
hours will be sufficient for ALL purposes except
where otherwise prescribed by law. Any and
all notices required by law or by this charter
may be waived by unanimous consent of the
Board of Directors or the stockholders as the
10 nd haI ho on |