The herald., 1920-06-24
CHARTER


provided by law. and in such manner am
al such time. and in such INSTRUMENTS "a
may be prescribed by the Board oI III
rectors Said Corporation shall become
goinr concern and shall be authorized 10
commence business when Sl2,5OOOo OF ltS
capital stock shall have been subscribed.
and when S6.2jHOO Of ITS capital s'o'h
shall have been paid Tor.
ARTICLE V.-The capital stock OF this
CORPORATION may be increased TO the sum
OF fifty thousand CSJOupoOOl d"Ilars' nE
two thirds vote of all the stock present or
represented at a special meeting called
for that purpose. or at IA regular annual
meeting of the Corporation.
ARTICLE NI.-All certificates of stock
Issued by the Company shall be signed 10y
the President and Counter>igncd by the
Vice President. or. if authorized by reso-
luton ii the Board of Directors, shall De
signed by the President or Vice President
urcr The stock Of this Corporation can
Toe transferred only on the books Of the
Corporation and subject TO suGh FtGula-
tioHS and fOrmaIItleS as may De u! tue
Board of Directors from time 10 time pre-
scribod. No stakeholder shall be per
United to sell or otherwise dispose OF ms
stock without first Offering the same IN
writing to the other stockholders. through
The Board of Directors. at price not eN-
ceeding the book value thereon AT the tlne
of the last inventory. and the StO'khoId'rs
shall have AN option and tlrst rlSht 10
purchase all the shares OF stock 10 De
thus disposed of by sale or by the death,
resignation or otherwise, of aiS OF the
stockholders of the corporation. ana snail
have Il period of ten days III which TO ac-
cept or decline such offer of stock. Shoui,
the Board of Directors or the stockholders
decline to purchase said stock, then 4.
stOckhOller or tOvkhOldcrS who made the
offer to sell or otherwise dispose OF the
stock. may sell or otherwise dispose o.
it in any manner and at any prlce Una
he or they may see fit. But each SHARE
of stock l. issued under the condition anu
understanding that no stakeholder sinai
make "A sale or transfer of his stock III
violation of this provision. and such sale
or transfer, If made, shall he void, ant
this Company shall be under no Obliga-
ton TO list said htOck on it, books or 10
regard the holder of the certificate there
Of
ARTICLE NII.-The corporate powers
Of this corporation shall be vested i'll and
exercised by Board of Directors COM
posed of not less than three and not more
than five stockholders two of whom shall
constitute quorum, II there are three
Directors. and three Of whom shall con
sIItute "A quorum II there are four or five
Directors, for the transaction Of business.
The Directors of this Corporation may
vote in person or by written proxy at any
OF the meetings of the Board OF Directors.
and the Board of Directors may delegate
any of its powers to any officer or officers
or any other representatives OF the Com
pany, by appropriate resolution to that
! effect. The first Board of Directors OF
/ this Corporation shall be composed of the
! following Henry Shelby, Richard ii. Mil
| Ter and y. Il. Shelby, with Henry shelby
| as President Richard Ii. Miller aS Vice
/ President. and n. b. Shelby as Secretary
| Treasurer, and they shall serve until the
| second Wednesday in June, 1921. or until
/ their successors are elected aud qualified
| The Directors of this Corporation shall
/ be elected annually by the stockholders
on the second Wednesday in June. each
! year thereafter Notice of such meeting
/ shall be given ten days prior to the date
of the meeting. sent TO each stOckholder
at his last known address. The Board OF
| Directors may change the date of such
meetings, by giving thirty days, notice, IL
/ the manner above provided. Notice may
be waived, provided the stockholders con
sent. in writing, or by telegram, to waiv,
notice. Each stakeholder shall, at suct
| annual meeting or other meeting, genera
or special. be entitled, in person or proxy
| to one vote for each share of stool
owned by him. Elections shall be helC
under such rules and regulations as maj
| from time to time be determined by TIL
| Board of Directors. The Directors. wheI
elected, shall hold office for one year, 81
until their successors shall have been elect
ed and qualified and failure to hold tn
annual meeting of the stockholders, or Z
elect annually the directors. shall not op
crate the forfeiture of this charter or an.
rights Hereunder. Any vacancy occurrinl
in the Board of Directors may be filled b.
the directors for the unexpired term. an
in the event that the remaining director
cannot agree upon the person to be ap
pointed to fill the vacancy, then a stock
holders meeting shall be duly called I
elect new director. The Board of hi
rectors may be increased from three I
five by majority vote of the outstandin
stock at any annual meeting or at an
I special meeting of the stockholders Gale
for such purpose. and without the neceS
, sity of any amendment or alteration
this charter.
ARTICLE VIII.-This charter or act {
3 incorporation may be changed. modified
IoIt Cd hx md with ha cor
sent of twO-third of all the stock preseI
3 at any meeting. general or special hel
for that purpose; and such amendmeI
: may be material or immaterial, subie
only to limitations as may be by law pr,
| vided and this corporation shall have q
power to increase or decrease its capt.
stock as hereinbefore set out. and any II
= crease in the capital stock in excess
+ the amount named herein as the amour
to which IL may be made by a thre
fourths vote of all outstanding stock.
ARTICLE IX.-Notice of any and {
J. meetings referred to in this charter,
: required by law, shall be given in q
, manner provided in giving notice in cs
a of elections. unless the same shall ha
u been waived. In case of the disSOlutio
u liquidation or termination of this chart'
u by limitation or otherwise, the affairs
q this corporation shall be lquidated
one or more lquidators elected by {
: stockholders. who may provide the nuT
u Der of said liqudatOrs and vest them wi
y such power and authority as may by Ia
u; be permitted. and fix the terms and co
A. ditiOns uuon which they shall serve al
D their compensation. and provide that
y: case of disability of any Of said liquid
AZ tors. the remaining liquidatOrs may f
iss the vacancy or continue to act on behi
~ ~ of the corporation.
70 ARTICLE X.-NO stakeholder of Il
n, corporation shall be liable or responSit
r for any costs, contracts, debts or fau
Il OF this company. or any of its officer
nj nor shall any mere informally in Orga
IN iZatiOn have the effect of rendering Il
r stakeholder to any liability beyond
nd unpaid balance due on the stock held
g him.
ARTICLE XI.-The subscribers here
is have written opposite their names
n number of shares subscribed to by ca
ne of them and their pOstOffice addresses
ve that this charter may serve as the su
a scription list of the corporation; all
TO which subscriptions are payable in I
A. manner and form set out herein.
to Thus done and passed in my office
Ike the City OF New Orleans. Louisiana. on {
Id day, month and year herein first abO
q, written, in the presence of Ralph
y, SchwarZ and Paul f. Chasez, compete
r witnesses, who have hereunto signed the
r and me, Notary, after due reading of t
to whole
~ - Witnesses: Ralph J. Schwarz, Paul
10 Chaser.
u HERMAN L. BARNETT.
I'd Notary Public
as i, the undersigned Recorder Of MOI
TO cages, in and for the Parish Of OrleaI
Is State OF Louisiana, do hereby certify III
is the above and foregoing charter of Shell
I'd supply Company. Inc, was this day du
to accorded In my office, in Book 1916, Fol