The herald. [volume] (New Orleans, La.) 1905-1953, 1919-12-04
CHARTER.

to be disposed of by the corporation as
the board of directors may determine, but
for not less than par and subject to the
same conditions as specified in Article VI
of this charter in regard to the shares of
stock of which the option is hereinabove
given to the said ). II. Livaudais, c. \.
Lelong and Michel LelOng.
ARTICLE VI. All the corporate pow
ers Of this corporation shall be vested in
and exercised by board of directors COM
posed of five stockholders, four of whom
shall constitute quorum.
>. said directors shall be elected at Il
general meeting Oh the stockholders oil this
corporation, TO be neld on the nrst " eu
hesuay Vi octoDer III each year, unless
saIu day be legal holiday, III which
event said election snail be neld on the
neat succeeding business day.
8. Notice vi said election shall be given
ny wrIIen notice addressed 10 each stock
nulder at his last known place OF resi-
ucnce seven days neat preceding the date
Oh SAID election and sand notice may be
gwen by registered mail.
/. The said board shall, at its first meet
ing, elect from It's members Il president,
It vice presluent ana general manager, Al
secretary treasurer or Il secretary ana Il
treasurer.
d. Tne first election for directors under
this Cnarter snail be held ON the nrst
Neunesuay OF october, nineteen hundred
ana twenty, until winch time anu until
their successors shall have been Guly
elected ana qualined the following per
sons shall constitute the nrst board oil di-
TecIOrs: Michel Lelong, s. IL. LlNaudaiS,
I. y. Lelong, Mrs. y. II. CnaftraiX ana
,lrs. NJ. UnVia Lelong, with the said
Mlcnel Lelong, as president, 5. IL. Livau-
daIs as Ice-presluent ana general man
ager, Z. y. Lelong, as secretary treasurer.
D. If any vacancy should occur among
the directors by death, resignation or
otherwise, such vacancy shall be nlled by
the remaining directors, and the person
elected snail hold office during the re-
mainder of the term OF said board of di-
rectorS.
T. The failure from any cause to elect
directors on the day stipulated shall not
nave the effect of dlssolvlng this corpora
ton, but the directors and officers then in
ONCE shall hold over until their sue
cessOrs snail have been duly elected and
quallned. In the event OF any failure to
hold the election on the day stipulated,
the president OF this corporation, or in
nis absence the vice-presldent, shall i'm
mediately call a new election, to be held
after notice as hereinabove provided.
s. At all elections and meetings of stock
holders of this corporation each stock
holder shall be entitled to one vote for
each share of stock registered i'll his or
her name and may vote i'll person or by
proxy. All elections shall be by ballot.
o. The board of directors shall meet at
iedSl quarterly.
10. Besides the annual meeting to be held
as above provided, meetings OF stockhold-
ers may be held whenever the board of di-
rectors may deem 1t advisable, or at the
request of any of the stockholders.
ARTICLE VI.-The net earnings of the
corporation shall be applied as follows
and in the following order:
/. An interest of six per cent shall be
paid on all the full paid stock.
- Hyx-nr fxr-t xra nf mi
der shall be set aside as a reserve fund,
until the said reserve shall have reached
the total sum of twenty five thousand dol
lars.
3. 500 1000 of the remainder after de-
Quoting said interest and reserve shall be
paid a dividend on the full paid shares
of stock herein subscribed for.
L. And of the remainder IS per cent will
be paid to the said s. III. Livaudais, &. A.
LelOng and Michel Lelong, in the follow
ing proportions, for their services to the
corporation, in addition to any salary
for the said shares of stock which they
have the option to subscribe for as afore-
said and the same to be gradually applied
to the payment of said stock as subscribed
for, by them, tO-wit: 40 per cent to Mr..
). III. Livaudais; 80 per cent to Mr.. c. A.
Lelong; Is per cent to Mr.. Michel Lelong
All of which is hereby accepted and
agreed to by them.
5. As the said shares of stock shall be
gradually paid for in full in the manner
aforesaid, or in cash If the said parties
chose to pay cash for the same, the said
pro rata of net earnings allowed to the
said s. II. Livaudais, c. A. LelOng and
Michel Lelong shall be diminished in pro-
portion to the shares paid for in full and
the amount reserved for dividend shall be
prOportiOnately increased to cover the
dividend on the shares of stock of which
the option Is herein given, as the same
will be paid for and become full paid
stock.
g. Certificates Of stock shall be delivered
to them for full paid shares of stock only
and when the same shall have been fully
paid for. And the said shares of stock
when fully paid for shall be entitled to
the same interest, profits, dividends and
advantages as the shares Of stock origi-
nally subscribed for and paid in full
Z. In case of the death of the said s.
Ii. Livaudais, c. A. Lelong, or Michel Lee
long, the heirs of the deceased Will be en-
titled to a number of shares correspond
ing in amount to the amount coming TO
or paid by the deceased on said shares
and the said prorata on profit herein al,
lowed shall not go to the heirs or legal
representatives of the deceased but will
cease and terminate ipso facto from the
date of such death.
ARTICLE Vino stakeholder shall
have the right to sell or transfer hts or
her shares OF STOCK OF any part
to any one who is not a stakeholder OF
said corporation unless he shall have hrst
offered the same to the other stockholders
at the book value thereof as hxed by the
board of directors, allowing fifteen days
for the accepting or rejecting Of the offer.
After which delay, only If the offer OF
purchase is not accepted, the stockholder
desiring to sell his shares may sell the
same to any one not stakeholder. This
provision shall be printed on the face or
in the body Of all certificates Of stock.
ARTICLE vIII.-No stakeholder Of this
corporation shall be held liable or re.
sponsible for the contracts or debts OF
this corporation, or its faults or defaults,
in any further sum than the unpaid bal
ance due this corporation on the shares
of stock subscribed for or owned by MIN
nor shall any inf0rnality in organization
have the effect of rendering this charter
null or of exposing any stockholder 10
any liability beyond the unpaid balance,
IL any, due on his stock.
ARTICLE IX.-The parties hereto nave
annexed to this charter, as conditions at
tached to the formation of this corpora.
ton, certain rules and agreements signed
by them and which they hereby declare
to be permanent and irrevocable without
the unanimous votes Of all the stoekhold.
ers of the corporation given at general
meeting of the stockholders called for that
ARTICLE X.-The capital stock of this
corporation may be increased up 10 tne
sum of two hundred thousand dollars, in
the manner provided by law.
ARTICLE XI.-Whenever In the luag.
ment of the board of directors or OF any
stockholder it shall be deemed advisable
and for the benefit Of the corporation
that IL should be dissolved, a meeting oil