The herald. [volume] (New Orleans, La.) 1905-1953, 1920-02-05
CHARTER.


of Louisiana All stock shall be issued
for cash or its equivalent or may De is
sued ut not less than par IN paymen.
for property actually purShaseu VI ~
services actually rendered the corporation,
or the same may be issued fuil pald
for money advanced or for such other
valuable consideration or services as n rhe
Board of Directors may determihe. ns
corporation shall begin TO do business
when fifty per cent of the capital STOCK
has been subscribed for and fitty per
cent of this subscribed capital palu, anu
the remainder of the capital STOCK snhii
he issued at such times and upon such
terms and conditions as the Board OF
Directors shall determine, subject TO IT,
gaI requirements. All stock SHAH DC
full paid and -assessable ana no
transfer of stock shall be binding upon
the Company unless recorded on tue
| Company's books. Each share OF STOCK
! shall entitle the owner thereof TO cast
| one vote either in person or by proxy
ot all stockholders meetings. The par
| ties hereto declare that they nave SUP
| scribed for the number OF shares OF the
| capitaI stock of this corporation SET op
| posite their respective names, so that TINS
| Act of Incorporation shaIl serve as an
| original subscription.
| ARTICLE 5.-The business and affairs
| of this corporation shall be managed ana
| conducted by a Board OF seven directors,
/ who shall all be stockholders. n maJorl!
| of the directors of this corporation pre-
! sent az any meeting in person or U!
proxy shall constitute quorum, ana
| majority vote of those present III person
! or by proxy shall decide all questions
! voted upon. Said directors shall be elect
, ed annually from among the stockhoiu-
| ers on the second Monday OF January
| of each year. unless the same shall be a
legal holiday, when the election shali De
| aeld on the next legal day thereafter
beginning on the second Monday in Jan
nary. 1921. and after fifteen days prior
written notice having been mailed 10 eacn
| stOckholder of record to his last known
| address The voting shall be by ballot
and each stakeholder shall be- entitled 10
east one vote for each share held by him,
which has been standing in his name upon
the books Of the corporation Tor NJ least
ten DAYS prior to the date OF the cleo
ton 4 majority of the stock voted at
such election shall elect. Immediately
after the election of said Board OF Di-
rectors and the adjournment OF the
stockholders meeting, the newly elected
Board of Directors shall elect from
among their number the officers OF this
corporation, who shall he president. a
vice-president and secretary and treas
urer. The offices of secretary and treas
, urer may be held by the same person.
The failure to elect directors or offlc-
, ers as herein provided for shall not re-
suit in the dissolution of the corpora,
ton but the then Board of Directors and
/, Officers shall hold their respective offic-
! es until their successors are duly elect
ed and qualified.
Special meetings Of the shareholders
may be held when ordered by the Board
of Directors and must be held upon the
; request of not less than twenty-five per
cent of the outstanding stock, after fiji
z teen days written notice to each stock
holder stating the objects and purposes
of said meeting. Any vacancy occurring
on any Board Of Directors shall be filled
by the remaining members OF said Board
| fOr the unexpired term, at meeting call
! ed for that purpose after ten days prior
e so elected to hold Office until the nexl
annual stockholders meeting. but should
il be impossible for any cause Tor any
= vacancy or vacancies In the Board OF ID
rectors to be filled by the directors, sucf
p; vacancy or vacancies may be filled by
4 the stockholders at any meeting called
for that purpose by the president. Any
( and all directors meetings the notices
J. for which are not herein specifically pro
= vided for. may be called by any Officer
Z of this corporation upon ten days notice
( by mail Any director shall have thu
I right to authorize and appoint any share
r holder to vote for him at any and al
: directors meetings, and such proxy shall
Y have and exercise all of the powers o.
] such director appointing him.
. Whenever it is provided in this Act tina
/. either directors or stockholders meet
ings may be held after certain prescrib
: ed notices to the directors or stockholders
1t Is understood and agreed that any ant
: all directors or stockholders meeting
= may be held without notice wheneve
y lawful provided all directors or stock
II holders, as the case may be, waive motto
in writing or are present In person
: by proxy at such meeting or meetings
= The Board Of Directors shall have full
> 'ontrol of the property of this corpora
n ton and shall conduct, manage ana us
= the same as in their discretion they deer
n best and that is consistent with the Oh
q jects of the Company and Its welfare
o and they shall have power to make, ate
rInwx rntA a
lations as they may think proper. The
es shall have the further right and pow'
to fix their salaries and terms OF offlc
and the right to dismiss them at sal
Boards pleasure. and the Board sha
a. have the further right to determine and q
Is the salaries, IL any, of the several off
Nv GERS herein provided for.
n ARTICLE 6.-The first Board of u
n rectors and officers who shall serve unit
ly the annual meeting to be held on Il
% second Monday in January, 1921, or n
til their successors are duly elected al
*. qualified. shall be: Thomas Il. Gate
i437 Coin Street, Who shall be Pres
dent; James \. Steiner, $50 Prytan
street, Who shall be vice-Presiden
William H. Bartels, 1904 Camp Sire,
. Who shall be Secretary Treasurer;
&c. cob Nienaber, s426 Plum Street; Jam
Il. Boulet, 2T2l Canal Street; Frank
81 Finney. s0ls CohI Street; L. j. HUI
Dr. brecht, 1927 Leonidas Street.
10 ARTICLE This Charter may be 1
I'm tered or amended and this cOrporati
~ may be dissolved by a vote OF two-thir
90 of all outstanding stock ut a meeting
,.s the shareholders duly convened for IN
~. purpose by the Board of Directors
- by the President, upon the written
quest of not less than twenty-five 7
er. cent of the outstanding stock after I
'rn teen days notice mailed to each stoc
OF holders last known address.
90, But the capital stock Of this corporate
or shall not be decreased by such amen
raj ment to an amount less than the &C
m. porate Indebtedness, and no amendme
an. shall be made changing the objects a
~ purposes of this corporation without
he vote of all outstanding stock, and {
no capital stock shall not be increased I
,ey yond the amount originally named as I
nv sum to which the capital may be fncfei
nd ed except by vote of three-fOurths
eY, all outstanding stock.
ter Whenever In the judgment OF
RIM Board of Directors, IL shall be deem
dy advisable that this corporation shall
mr. dissolved, the Board shall within I
les days after the adoption of resoluti
to that effect by majority OF the VIII
"a Board at any meeting called for II
:" purpose. of which meeting each direct
in shall have received at least three do
Dr. notice, cause notice of the adoption
ali such resolution to be mailed to ea
for stockhoider, together with a notice
the the meeting Of the stockholders to
II held at the office of the corporation
md act upon the resolution so adopted
ate the Board. The stockholders meeti
ut shall be held at any hour fixed by
,rt- Board on the day mentioned, betwt
its the hours of ten A. NJ. and three p.
cry for the purpose Of voting upon such p