The herald. [volume] (New Orleans, La.) 1905-1953, 1919-05-22
CHARTER.


lutiOns entered on the minutes For the
purposes Of this Article, the inventory and
books shall be closed as Of June 30 and De
cember 81, IN each year from and after De.
cember 81, 1919 The substance OF the fore
going provisions shall be stated briefly AMI
Succ'nctly IN " on the face NJ eaca Certif..
cate OF stock and this shall he conclusive
evidence and notice to all persons dealing
herewith The Board Of Directors IS here
by constituted the agent OF the stockholders
TOR the purpose of enforcing and carrying
out the foregoing provisions.
ARTICLE N.-1he power and right t. de
clare dividends j. vested exclusively in the
Board OF Directors who are specially au-
,loTized to retain profits and earnings until
L reserve Of Two Hundred and Fifty Thou
sand Dollars shall be accumulated by set
ting aside not less than Fifty Thousand
Dollars annually out Of the earnings and
Ike sum each succeeding year until the
whole amount IS accumulated and this re
serve shall be made good ont of the earnings
as often as Il shall he impuCed upon. No
dividend shall be declared in any year with
Oh: first providing for the reserve and the
re-esta0lshIrg Of the same as hcrcluahOve
provided. After putting to the credit Of re-
serve each year, the amount hercjn1boye
provided, the remainder OF the earnings of
the corporation may be held by the Board
OF Directors as part of the corporate. fund,
until in its Judgment the financial reeds and
necessities OF the corporation for the emery
ency OF the tunes longer require the
same.
ARTICLE VI.-All the corporate powers
vested by law or this Charter in CORPORA
tons shall be exercised by the Board of
Directors of this Corporatou including the
rght to manage. control and direct the az.
fairs Of the corporation, the corporate policy.
ana to sell the corporation or merge the
same into another corporation, and TO take
in payment of any such sale or merger. cash
bonds, notes or stock Of the purchasing or
merging corporation, or of new corporation
created i1r the purpose, without the neces-
SHY Of referring either or any Of said acts
to the stockholders.
The Board of Directors Of this CORPORATION
shall be composed Of six stockholders, who
shall he elected Immediately after the sign
ing OF this charter and without further for
mallty or delay, to hold office for one wear
and until their successors are elected and
qualified. On the last Tuesday OF January
1920, and annually thereafter, an election
shall be held by the stockholders for Board
OF Directors. Such election shall be pre-
coded by fifteen days written notice to the
stochhoIders, delivered in person or sent BY
mail 10 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 care
OF general delivery, New Orleans. La The
election shall be held at the office of the
corporation at such hour may be fixed by
the incumbent Board of Directors and under
the supervision of two commissioners an
pointed by the same. At such election each
stoc kholdler shall be entitled TO one vote for
each share of the capital stock held by him,
and the persons receiving the highest num-
per or votes cast at said eelction shall be
declared elected and the Board of Directors
thus elected shall meet and organize as soon
after said election as possible. A majority
OF the whole Board shall constitute q ouo-
rum, and Directors absent or unable to AT.
tend may authorize Directors present TO rep
resent them by written proxy filed with the
Secretary and with all the powers such alb
sentees could exercise 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.
thlng IN this charter or the law to the
contrary, but any matter or thing affecting
me 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 AT
| It's first meeting after election or as soon
! thereafter as practicable, the Board of Di-
/ rectors shall elect a president, and one OF
/ more vice-presidents and a secretary and
: treasurer, these last named officers need no,
1 be stockholders, and the two offices may
be combined IN one person by the Board OF
| Directors.
The Board of Directors may establish
| bylaws, rules and regulations for the gov.
eminent OF the corporation, and may also
| create committees for the management OF
| the several departments of its business in.
Guiding 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
| heren reserved for the full Board. The
Board of Directors shall fill vacancies occur.
| ring in this body during the term thereof
Meetings of the Board of Directors may be
held at such times as shall be set by the
Board itself or at the call of the President
| ana at the request OF any two stakeholder.
| ARTICLE Vino power of attorney in
| the name of the corporation shall be given
| to anyone unless approved by the Board of
Directors and then only for specific purposes
| and for a limited time which may be ex-
[, tended by the Board of Directors at its plea
! sure. Such powers of attorney shall be
copied in full in the minutes of the meeting
IN which it was adopted. The provisions of
this article shall not apply to powers of
attorney or other authority given for the
routine purposes of the corporation, such as
Custom House entries
ARTICLE VIII.-Ths charter NAV be
amended, altered or modified, or the capital
stock increased or decreased, or the Cor
poration dissolved at meeting of the stock
holders duly called for that purpose, and in
such manner as may be permitted by the
laws OF louisiana, or hereafter enacted
ARTICLE IX.-Upon the termination of
the charter o. upon the dissolution of the
in the manner provided by any law of Louis
lana, now. or hereafter enacted
ARTICLE X.-No stakeholder shall ever
be held liable or responsible for the con-
tracts or faults of this corporation in any
further sum than the unpaid balance due to
this Corporation on the shares owned by
him, nor shall any mere informality in or
ganization have the effect Of rendering this
charter null, or of exposing the stakeholder
to any liability beyond such unpaid balance
ARTICLE XI.-Wherever notice is re-
CURED by law or by this charter the same
may be given in writing delivered in person
or sent to the last known address as is pre-
scribed in Article VI 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 the case may be- and
such waiver shall be entered on the minutes
of the meeting to which they apply.
Thus done and passed, in my notariai Of
flee, in the iCty of New Orleans, on the
date aforesaid. in the presence of Henry p
witnesses, who have hereunto signed their
names, with the said parties, and they have
set out their addresses and the number of
shares held by them, and me, Notary, after
reading of the whole.
Witnesses: Henry P. Dart, Benjamin w.
Dart.
Original Signed Mente & Co, South
Peters and Robin SITS, New Orleans, $500
| shares; Z. w. Mente, by z. " Benjamin,
Hotel Breton Hall, New York, 1880 shares
Z. " Benjamin, 5s31 St Charles Ave, New
Orleans: l.sso shares; /. C.: Mente. care
Mente & Co., S. Peters and Robin SITS, New
Char hy " =.