The herald., 1920-01-29
CHARTER.

common stock. The amount of capital
stock may be increased to $25,OOO.OO by
a vote of two-thirds of all outstanding
stock according to the laws of the State
of Louisiana. All stock shall be issued
for cash or its equivalent or may be is
sued at not less than par in payment
for property actually purchased or for
services actually rendered the corporation,
or the same may be issued full paid
for money advanced or for such other
valuable consideration or services as the
Board of Directors may determine. The
corporation shall begin to do business
when fifty per cent of the capital stock
has been subscribed for and fifty per
cent of this subscribed capital paid, and
be issued at such times and upon such
terms and conditions as the Board of
Directors shall determine, subject to le-
gal requirements. All stock shall be
full paid and worcestershire and no
transfer of stock shall be binding upon
the Company unless recorded on the
Company's books Each share of stock
shall entitle the owner thereof TO cast
one vote, either in person or by proxy,
at all stockholders meetings. The par
ties hereto declare that they have sub
scribed for the number of shares of the
capital stock of this corporation set op-
pOsite their respective names, that this
Act of Incorporation shall serve an
original subscription.
ARTICLE 5.-The business and affairs
of this corporation shall be managed and
conducted by Board of seven directors,
who shall all be stockholders. majority
of the directors Of this corporation pre-
sent at any meeting in person or by
proxy shall constitute quorum, and
majority vote of those present in person
or by proxy shall decide all questions
voted upon. Said directors shall be elect
ed annually from among the stOckhold
ers the second Monday of January
of each year, unless the same shall be a
legal holiday, when the election shall be
/ Al f.z.
beginning on the second Monday in Jan
uary, 1921, and after fifteen days prior
| written notice having been mailed to each
| stakeholder of record to his last known
| address The voting shall be by ballot
and each stakeholder shall be entitled to
east one vote for each share held by him.
| which has been standing in his name upon
| the books of the corporation for at Least
| ten days prior to the date of the cleo
| ton 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
| Board of Directors shall elect from
among their number the officers of this
corporation, who shall be president. a
| vice president and "A secretary and treas
urer. The offices OF secretary and treas
urer may he held by the same person.
The failure to elect directors or Off1c-
ers as herein provided for shall not re-
! suit in the dissolution of the corpora
| ton, but the tnen BOaru OF IblrecJDrS anu
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 pei
cent of the outstanding stock, after fiji
teen days written notice to each stock
holder stating the objects and purposes
of said meeting. Any vacancy occurring
4 81 sNOra -hah hn Inf
by the remaining members OF said Board
for the uneXpired term, at a meeting call
ed for that purpose after ten days prior
written notice. director or directors
so elected to hold Office until the mex
annual stockholders meeting. but should
IL be impossible for any cause for any
vacancy or vacancies in the Board OF Di
rectors to be filled by the directors, sucf
vacancy or vacancies may he filled b,
the stockholders at any meeting called
for that purpose by the president. An,
and all directors meetings the notices
for which are not herein specifically pro
yided for. may be called by any office
! of this corporation upon ten days MOTTO
by mail. Any director shall have tn
right to authorize and appoint any share
holder to vote for him at any and al
: directors meetings, and such proxy shall
J have and exercise all of the powers
such director appointing him.
Whenever 1t Is provided in this Act tina
either directors or stockholders meet
e ings may be held after certain prescrib
ed notices to the directors or stockholders
IN is understood and agreed that any an
; all directors or stockholders meeting
may be held without notice wheneve
lawful, provided all directors or stocs
holders. as the case may be, waive motto
in writing or are present in person o
: by proxy at such meeting or meeting
: The Board of Directors shall have flu
: | control of the property of this corpora
. ton and shall conduct, manage and US
Il 4 ~ TO-.
y best and that is consistent with the oil
. jects of the Company and Its welfar
= and they shall have power to make, ate
= and annul such bylaws, rules and regt
. shall have the further right and pow'
n to fix their salaries and terms or offlc
= and the right to dismiss them at sal
Boards pleasure, and the Board sha
J. have the further right to determine and =
! the salaries. If any, OF the severai OH
Y GERS herein provided for.
i ARTICLE 6-The first Board Of II
l. rectors and officers who shall serve UNI
y the annual meeting to be held on u
J. second Monday in January, 192l, or "
{. qualified, shall be: Thomas Il. Gate
7437 Cohn Street, Who shall be Pres
dent; James 4. Steiner, $500 Prytan
Street, Who shall be Vice pres Sasdl
- Who shall be Secretary Treasurer; j
r. cob Nienaber. Si26 Plum Street; Jam
'' T. BouIet, 2I21 Canal Street; Frank
l. Finney, S01S Cohn Street; +. j. duI
r brecht, 1927 LeOnidas Street.
ARTICLE This Charter may be
= tered or amended and this corporate
ie may be dissolved by vote OF two-thir
~ of all outstanding stock at meeting
'I the shareholders duly convened Tor Tn
Is purpose by the Board of Directors
by the President, upon the written
ouest of not less than twenty-five
r, cent of the outstanding stock AFTER y
n teen days notice mailed TO eacn stoc
Of holders last known address.
e But the capital stock of this corporate
. shall not be decreased by such amen
| ment to an amount less than the &C
a. porate indebtedness, and no amenuhe
y shall be made changing the OBJECTS a
n purposes of this corporation without
~ vote of all outstanding stock, ana /,
ne canital stock shall not be increased I
~ yond the amount originally named as !
" snm TO which the capital may be increa
- ed. except by a vote Of three-Iourths
y, ali outstanding stock.
or Whenever in the Judgment OF
m BOARD of Directors, Ii shall De deeni
iy advisable that this corporation snail
p. dissolved. the Board shall within
es DAYS after the adoption of resoluti
to that effect by a majority OF the wn
=. Board at any meeting called ion =,
:, nurpose of which meeting eacn diree,
I, shall have received at least three Ga
IN notice. cause notice OF the aaoptioh
n, such resolution to be mailed 70 ga
a. stockhoIder, together with notice
he the meeting of the stocknolaers ~