The herald., 1919-11-06
CHARTER.


Boards notice and paid for in cash within
ninety days from such notice. The stockhold-
ers shall have the right to buy said shares an
proportion to their holdings. and any shares
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
eject of this provision.
2. Whenever any stockholder whose hold
ings together with those of mis- surviving wife
of children, if any, shall aggregate twenty
per cent or more of the capital stock OF this
corporation, shall die, his successors, heirs or
legal representatives will have the right IL
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 il WITHIN
the time hereinabove prescribed the Ctter sht'l
not be accepted and the stock purchased then
the said successors. heirs or legal representa-
tives shall have the right to demand the dIsso-
linton and liquidation of the corporation 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 lquldate IN
the manner prescribed by the law OF LOUISE
ana
). No stock shall be held in this corpora
ton by employees who are not officers, en-
cept such as has been subscribed for in this
charter or which may be transferred with the
consent of the Board of Directors to such en-
ployee 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 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 new 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 as 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 succlnctiy
] in or on the face of each certi cate 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 V.-AIl the corporate powers
| vested ~ law or this charter in corporations
| shall he 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
anv such sale or merger, cash, bonds, notes
| or stock of the purchasing or merging cor
poration, or of a new corporation, created iof
| 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, VINO
| 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 quallhed
! On the first Monday in January, 1920, and an
nually thereafter, election shall be held by
| the stockholders for Board OF Directors
| Such election shall be preceded by ten days
written notice to the stockholders, delivered II
| person or sent by mail to the address giveI
| in the current city directory, unless the ao
| dress of such stakeholder shall have beer
registered with the secretary, and IN deiaul'
| of either, care of general delivery, New Ut
| 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 commissions
| ers appointed by the same. AT such eiectloI
each stakeholder shall be entitied 10 one S1t'
| for each share of the capital stock held by
| him and the persons receiving the hlghes'
| number of votes cast at said election snail pt
| declared elected, and the Board OF directors
| thus elected shall meet and organize as SCOT
| after election as possible. A majority OF tht
| whole Board shall constitute quorum, anC
| Directors absent or unable to attend may au
1 thorize Directors present to represent them pS
| written proxy filed with the secretary anC
| with all the powers such absentees could eA
| ercise if present in person.
Il 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 TN
| general policy, property or corporate rights o.
| hall 10 adOntpd
| vote of the majority of stock held by the in
| diyidual members of the whole Board OF ID
| rectors, and proper minute entries shall D.
| made to show these facts AT Its hrst meet
| ing after election, soon thereafter a.
| practicable the Board of Directors shall cleo
| a president and one or more vice-president
and a secretary and treasurer, these las
| named officers need not be stockholders, ant
J 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 Great
committees for the management OF the sew
| eral departments of its business, including a.
| Executive Committee of not less than thre
| members of the Board which committee sha
| be empowered to exercise all the functions o
| the Board of Directors during the recess o
| said Board, save those herein reserved for TN
fuII Board The Board of Directors shall fiji
vacancies occurring in this body during tn
| term thereof Meetings of the Board of ID
| rectors may be held at such times as shall b
set by the Board itself, or at the call OF tn
president and at the request of any two stock
holders.
ARTICLE VI-Ths charter may be amend
ed and the capital stock increased and de
creased with the consent of two-thirds of all o
its stock expressed at a meeting called for tina
purpose or in any other way permitted b
| law.
| ARTICLE Widths corporation may b
dissolved with the consent of two-thirds of tn
issued and outstanding capital stock espresso
| at a meeting called for that purpose, or In an
way permitted by law .
Upon the dissolution of the corporation
| by limitation or otherwise, the stakeholder
shall elect from among their number on
or more lauidators and fix the terms, cond
tons and other provisions regarding the iqu
-lation, as well as the compensation OF tn
liquidators-
| he held liable or responsible for the contract
: or faults of this corporation in any furthe
sum than the unpaid balance due this corpors
e | ton on the shares owned by him, nor shall an
mere informality in the organization have tn
9 | effect of rendering this charter null or OF e1
D | posing the stakeholder to any liability beyon
, any unpaid balance.
ARTICLE IX.-Wherever notice is require
5 by law or by this charter the same may b
: given in writing delivered in person or ser
: to the last known address, as is prescribed /
I | Article of this charter, and twenty-fou
hours will be sufficient for ALL purposes excer
a where otherwise prescribed by law. Any an
all notices required by law or by this charte
may be waived by unanimous consent of tn
e Board of Directors or the stockholders as tn
= case may be, and such waiver shall be Ell
tered on the minutes of the meeting to wfnc