The herald. [volume] (New Orleans, La.) 1905-1953, 1920-01-08

Wl00W
heirs or legal representatives, as the case
may be, shall not be obliged to deliver
said stock unless the offers to purcha SO
the same shall include and cover the en-
arety OF the offerings under paragraph
W, or all Of the holdings under para
"a All certificates of stock shall hear
a brief reference to the rights herein es
tabiished in the favor of the stockholders.
AkTlCLE N.-AI the corporate powers
of this corporation and the management
and control of its affairs shall be vested
In, apd exercised by a Board of Directors
composed of three stockholders, a majority
of which shall constitute a quorum for
the transaction Of all business. The Di-
rectors shall be elected annually by the
stockholders, at a meeting to be held on
the hrst Monday after the first Sunday
of each year in the month of January,
said meeting to be preceded by three days
written notice to the stockholders. Each
stockholder shall be entitled, in person
Or by proxy, to a. vote for every share
owned by him, and all elections shall be
held under such rules and regulations as
may be determined by the Board of Di-
rectors. The Directors, when elected, shall
continue in office for one year, and un-
I'll their successors have been duly elected
and have qualified. No failure to elect
shah operate the forfeiture Of this char
Ter. Amy vacancy occurring on this Board
shall be filed by the remaining Directors
for the unexpired terms. The Board of
Directors shall, at its first meeting after
rs election, select out of its number, a
President, and enc or more Vice-P resi-
dents, and shall also elect a Secretary
Treasurer. who need not, however be a
nember Of the Board. The President shall
lave the right to appoint and dismiss the
clerks, and other employees Of said cor
Poration at pleasure, and as the interest
snd business of the same may demand.
he nay exercise this authority by proxy.
Any Director being sick or absent or about
% absent himself shall have the right to
sppoint by written instrument another
Director or stockholders to act as his
proxy in his stead, at any and all meet
| ings of the said Board of Directors dur
/ ing his absence. The first Board of Di-
rctors of this corporation shall be COM
posed of the following named persons,
Who shall serve until the election to be
held in 1920. namely: +. b. Thriffiley,
New Orleans, La, $50 shares; w. II. Cow
Icy, New Orleans. La, 10 shares; J. T.
! Brandner. New Orleans, La, / share.
| ARTICLE yI.-The funds Of this cor.
poration shall be deposited from time to
/ time in a bank or banks to be selected by
the Board of Directors. All checks, notes
| OF other instruments drawn, executed or
issued, in the corporations name and be-
half, shall be signed by the President and
| The Vice President, or the Secretary Treas
ufer. No officer shall thus sign or IN
derse the name Of the corporation save
| strictly In Its concern.
ARTICLE vII.-No stakeholder shall be
held liable or responsible for contracts
fmlts or debts of the corporation, mol
sball any mere informality In its organi-
xtion have the effect of rendering this
Garter null, or Of exposing any stock,
hslder to liability beyond the unpaid bal
ace due on the shares owned by him.
ARTICLE yIII.-This act of incorpora'
TIN may be changed. modified, or alterer
o. this corporation may be dissolved, with
the consent of the stockholders owning
ree-fourths Of all the stock of this cor
psration, ut a general meeting convened
IA that purpose, and after at least thre,
days' written notice of this meeting shall
have been given through mail addressed
Ia each stakeholder at his last known place
Of residence. In case Of dissolution by th'
expiration of this charter, or otherwise
th stockholders shall elect liquidatol
FINN among their own number, who shall
haze full authority to settle and wind VI
IL business and affairs of the company
Tie terms and conditions Of, and tn
compensation for such services, shall b.
fixed at the time of election. In case o.
TIE death or disability of said commits
sinner or liquidator before the liquidation
of the affairs of the corporation. the sue
casor to fill the vacancy may be appoint
. ed by the stockholders.
ARTICLE IX.-Any and all notices ant
ddays provided for by this charter ma!
be waived by the unanimous consent o
the stockholders unless prohibited by law
ARTICLE X.-The names and poster
4 addresses
ca,ital stock Of this corporation, and tn
number of shares subscribed by each o
then, are as follows:
i. d. Triffiley, New Orleans, La, 4S
shsres w. H. Cowley. New Orleans, La.
10 shares; J. T. Brandner, New Orleans
The above named f. b. Triffiley, II
consideration of the shares Of stock SUB
:. schbed to by him, hereby agrees to sell
trnsfer. assign and deliver 70 inc :aht er ts,,
! am interest in and TO the schooner 'HerD
en May" and has this day executed oil
, Of sale of said vessel in favor OF the SAT-
cooperation. The above named names
Caley and Brandner hereby agree to pa.
for the 20 shares of stock subscribed D;
thsn the sum Of one hundred dollars cas-
! he Schooner Herbert May which ha
ben offered by the said Frank . y. Tna,d
is falued at the sum Of forty-nine thous
ana, eight hundred s49.S00)) dollars, AM
IL swned by +. Il. Triffiley.
nus done and signed In my notarla
offce. at the City Of New Orleans, afore
sa6 in the presence of Noelie Dubour
and Alma Bertus, competent witnesses
lavfuI age. and residing In this city, wh
heeunto subscribe their names togetne
: win said parties and me, Notary. on .a
Ell F. B. THRlFFILEf,
N. o., La, $50 Shares.
W. Ii. COwLEY.
e n. o., La. 10 Shares.
j. r.. BRANDNER,
n. o., La, Share
Witnesses:
nellie Dqbourg.
HENRY p. DART, JR..
IL Notary Public.
e thereby certify that the above and for
: going is a true and correct copy OF tn
$ oridnaI on file in my office.
Ell HENRY p. DART, JK,
: Notary Public.
n SITE of Louisiana, Parish Of Orlean
: becre me. the undersigned authority, PEI
n son1Iy came and appeared w. b. Cowle
d andJ. T. Brandner, who being duly swor,
y dep&e and say: That fifty per cent 10
: of de capital stock Of this corporation nj
: bees subscribed, according to law;
d. w. H. C0WLEY.
ri J. T. BRANDNER.
n Sorn to and subscribed before me, Tn
e end day of December. 1919.
e HENRY p. DART, JR.,
Notary Public.
d Dec 1s-Jan. p.