The herald., 1919-05-15
CHARTER

the purpose of such notice, and said board
of directors shall give immediate informa-
ton thereof, in writing, to all the other stock
holders of record. Before the expiration OF
the fifteen days from the receipt of said
notice by the Board of Directors, any share,
holder Of record may offer to purchase, and
by notifying the Board of Directors in writ
ing and thereafter shall deposit the price
of said stock in cash with the corporation on
or before fifteen days from the date last
mentioned.
Upon receipt of the first mentioned no.
tice, the Board of Directors shall advise the
person owning said stock, his agent or rep
resentative. to join said board IN tlXing the
value of said stock, which value shall De es,
tablished on the basis of the last annual
or semi annual statment report OF the
corporation and the last monthly trial BAL
ance preceding the date OF such notice. ana
to the value thus found and established
there shall be added ten C0Go) per cent, and
the sum thus found and established shall
constitute the value and price OF said STOCK
If within twenty-four hours after such no.
tice the owner, his agent or representative,
does not join with the board in establishing
the price or value OF the stock the board
NAV proceed without further delay 70 fix
the said value, using the report and trial
balance aforesaid for that purpose, WhiCh
writings are declared TO be conclusive eyi,
dence for and against all parties IN interest
in the premises, whether the value IS eStab-
lished by the joint act OF the owner, ms
agent widow, heirs representatives or
by the Board of Directors acting IN default
Of the cooperation OF said person or persons:
Upon receipt of the offer or acceptance OF
auv shareholder to purchase said stock and
upon obtaining guarantee satisfactory TO
said board for the price thereof, the Board
of Directors shall thereupon give notice
thereof to the owner OF the stock, his agent
or representative and before the expiration
of the period of fifteen days aforesaid, shall
call in the certificate certificates repre-
sentng such stock and pay the price or
value thereof and cause the same to be
transferred on the books to the purchaser
The preference option and right to purchase
heretofore vested by paragraph first IN the
other shareholders shah exist in full force
and effect in their favor to acquire the
shares of stock OF the deceased stockholder,
and the fornaities and course OF procedure,
the terms, conditions, stipulations and delays
hereinabove established in said paragraph
shall apply in all respects to the procedure
10 be allowed in case of death. Immediate
~ upon receipt of information OF the death
Of any shareholder, it shall be the duty
of the Board of Directors to cause the nee,
essary steps to be taken to carry out and
enforce these provisions.
The preference, option and right OF purchase
hereinabove established shall run IN favor
of each shareholder of record for his Nirile
share in proportion to his existing holdings
in the stock. but should any shareholder
fail to exercise his right in this regard, his
right shall pass to and be absorbed by the
other shareholders provided that the owner,
his widow, heirs legal representatives., as
the case may be, shall not be obliged to
deliver said stock unless the offers to pur-
chase the same shall include and cover the
entirety of the offerings under paragraph
first or all of the offerings under paragraph
second. All certificates OF stock shall bear
upon their face a brief reference to the
rights herein established in favor of the
stockholders.
ARTICLE VII.-No stakeholder shall ever
be held liable or responsible for the con-
tracts, faults or debts of said corporation
nor shall any mere informality in its orgd-
nization have the effect OF rendering this
charter null, OF exposing stakeholder 10
any liability beyond the unpaid balance due
on the shares owned by him.
ARTICLE NIII.-This act of Incorporation
may be changed, modified altered, or this
corporation may be dissolved with the assent
of the stockholders owning two-thirds OF all
the stock of the corporation, at a general
meeting convened for that purpose, and after
at least ten days notice OF this meeting has
been given. in writing, through mail, ad-
dressed to each stakeholder, at his last
known place of residence. In case of dis
solution, by the expiration of this charter or
otherwise, the stockholders shall elect three
liquidators from among their number, TO Ii
qudate and settle the business and al
fairs of the company. In case of disability
of any one of said commissioners or hqui-
dators shall appoint successor to him. The
said liquidators shall have full power to
settle said company's debts, and divide the
remaining money and property among the
stockholders They shall also have power
to meet and act under the bylaws of the
corporation and under regulations to be made
by a majority of said liquidators; TO fix
the price and prescribe the terms of sale of
said property and the manner in which the
sale shall be made, and to take notes, and
bonds, secured by mortgage otherwise for
part of the purchase price for all any
part Of said property, provided however, that
the rights herein conferred upon the lquida-
tors may be modified, changed or denied by
majority of the shares of the capital stock
of the corporation. The said liquidators
shall have authority to sue for and recover
the debts and property in the name OF the
corporation and may be sued by the same
name, and they shall be liable in solido to
any creditor or stakeholder for the monies
and property to the corporation which shall
come into their hands possession as Ii
qudators and for the proper application and
di stribution thereof
ARTICLE IX.-The entire capital stock of
this corporation has been subscribed at the
time of the signing of this charter as fol-
lows: Mrs. Simon Segari, whose address IS
24O2 s. Carrolton Avenue, New Orleans, La.
seven hundred and fifty shares; Simon A.
Segari, whose address is 40 City Park Row,
New Orleans, La. three hundred and seventy
five shares; and Joseph L. Segarl, whose
address is 1921 Sycamore Street New Or
leans, La, three hundred and seventy-five
shares
ARTICLE X-Until the election to be
held in March, 1920. the following shall con-
stitute the first Board Of Directors, viz: JOS
eph T. Segari President; Mrs. Simon Segari.
Vice-President and Mr.. Simon A. Segari, Sec
rotary Treasurer.
Thus done and passed in my office on the
day, month and year, first above written:
in the presence of Joseph L. Weiss and
George A. Dreyfous, competent witnesses.
who have signed with the appearers and
me, the Notary. after reading the whole.
Witnesses: ]. i. Weiss, Geo. A. Drey-
fous.
Original Signed Jos. T. Segari. Presi-
DENT Mrs. s. Segari, 'Vice-President; 5. A.
Segari, Sec.-Treas.
FELIX J. DREYFOUS.
Notary Public.
l. the undersigned. Recorder of Mortgages.
q. af Oriears State az