The herald., 1920-01-01
CHARTER.


the board of directors may determine, but
for not less than par and subject to the
same conditions as specified i'll Article vi
of this charter in regard TO the shares OF
stock of which the option is hereinabOve
given TO the said $. III. Liyaudais, e. \.
LelOng and Michel LelOng.
ARTICLE VI All the corporate pow
ers Of this corporation shall be vested in
and exercised by board of directors COM
posed of fiye stockholders, four of whom
shall constitute "A quorum.
= Said directors shall be elected at a
general meeting of the stockholders of this
corporation, to be held on the first We'd
nesday of October in each year, unless
said day be a legal holiday, in which
event said election shall be held on the
next succeeding business day.
g. Notice of said election shall be given
by written notice addressed to each stock
holder at his last known place of resi-
dcnce seven days next preceding the date
of said election and said notice may be
given by registered mail.
1. The said board shall, at its first meet
ing, elect from its members president,
a ice-preSidcnt and general manager,
secretary treasurer or a secretary ana
treasurer.
.. The first election for directors under
this charter shall be held on the first
Wednesday of October, nineteen hundred
and twenty, until which time and until
their successors shall have been duly
elected and qualified the following per-
sons shall constitute the first board of di-
rectors: Michel Lelong, 5. III. Livaudals;
G. ~ Lclong. Mrs. A. ID. Chaffraix and
Mrs NJ. Olivia LelOng, with the said
Michel LelOng, as president, 5. III. Liyau-
dais as vice president and general man
ager. G. \. LelOng, as secretary treasurer.
Is. If any vacancy should occur among
the directors by death, resignation or
otherwise, such vacancy shall be filled by
the remaining directors, and the person
so elected shall hold office during the re-
mainder Of the term of said board of di-
| rectOrS.
! I. The failure from any cause to elect
/ directors on the day stipulated shall mol
| have the effect of dissolving this corpora
| ton, but the directors and officers then III
/ office shall hold over until their sue
I cessors shall have been duly elected anc
| qualified. In the event of any failure u
! hold the election on the day stipulated
the president of this corporation, or ii
his absence the vice-president, shan I'm
| mediately call a new election, to be hel'
after notice as hereinabove provided.
5. At all elections and meetings OF STOCK
holders of this corporation each STOCK
holder shall be entitled to one vote 10
! each share of stock registered in his 81
her name and may vote in person or d!
proxy. All elections shall be by ballot
o. The board of directors shall meet a
least quarterly.
10. Besides the annual meeting to be hel'
| AS above provided. meetings of stockhold
| prs may be held whenever the board OF oil
| rectors may deem ii advisable, or at TN
| request of any of the stockholders.
ARTICLE VI.-The net earnings of tn
! corporation shall be applied as follow
and in the following order
!. An interest of six per cent shall b
paid on all the full paid stock.
. Twenty-Five per cent OF the remain
der shall be set aside as a reserve lund
until the said reserve shall have reached
the total sum of twenty five thousand dol
lars.
& 500 1000 of the remainder, after de
Quoting said interest and reserve shaIl d
paid as a dividend on the full paid share
of stock herein subscribed for.
4. And of the remainder S. per cent will
be paid to the said 5. III. Liyaudais, Z.
LelOng and Michel Lelong, in the FOLLOW
ing proportions, for their services to tn
corporation, in addition to any salar.
allowed to them, to enable them to pa.
for the said shares o. stock which the.
have the option to subscribe for as a1ore
said and the same to be gradually appne'
to the payment of said stock as subscribed
for by them, to-wit: 40 per cent to MI
$. ii. Livaudais; 80 per cent TO Mr.. Z. "A
Lelong; Is per cent to Mr.. Michel Lelone
All OF which is hereby accepted AM
agreed to by them.
). As the said shares of stock shall b
gradually paid for in full in the manne
aforesaid, or in cash If the said part1e
. chose TO pay cash for the same, the sal
pro rata of net earnings allowed TO IN
said s. III. Livaudais, Z. A. Lelong an
! Michel Lelong shall be diminished IN pro
| norton 10 the shares paid for in full an
the amount reserved for dividend shall o
proportionately increased TO cover IN
dividend on the shares of stock OF whlc
the option is herein given, as the sam san.
will be paid for ana become iuh Pai
stock.
q Certificates of stock shall be delivere
to them for full paid shares of stock oni
and when the same shall have been tull
paid for. And the said shares OF stoc
when fully paid for shall be entitled
the same interest. profits, dividends an
: advantages as the shares of stock orig
naIly subscribed for and paid in full.
:. In case of the death of the said
III. Liyaudais, c. A. Lelong, or Michel IL
: long, the heirs of the deceased VIII De 81
/. titled 10 a number of shares correspon,
4 ing in amount to the amount coming
: or paid by the deceased on SAID shar'
: and the said prorata on pront hereln q
lowed shall not go to the neidS but ' wi
q cease and terminate ipso facto from u
: date of such death.
?. ARTICLE Vino stakeholder sha
a have the right to sell or transfer MS
= her shares of stock or any part tnere
said CORPORATION unless he shall have mr.
O offered the same to the other stocknolde
: et the hook value thereof as fixed by q
, | hoard of directors, allowing fifteen da.
4 for the accepting or rejecting of the one
J. After which delay, only If the OFFER
: | purchase is not accepted, the stocKnoiu
O desiring to sell his shares may sell q
l. same to any one not stockhoider;
C provision shall be printed on the Iaey
r in the body of all certificates OF STOCK
= ARTICLE vIII.-No stockholder OF IN
corporation shall be held liable or I
ia snonsible for the contracts or debts
I" This corporation or it's faults or defaui'
d in sny further sum than the unpaid Ds
n ance due this corporation on the sRar
70 of stock subscribed for or owned Dy nh
-e nor shall any informally in organlzati'
n have the effect of rendering this chart
z. null or of exposing any stockholder
e, any liability beyond the unpaid paiah'
j. IL any, due on his stock.
" ARTICLE IX.-The parties hereto ma
3 annexed to this charter, as condltlons
d tached to the formation OF thls corpv,
p tion. certain rules and agreements sign
n nv them and which they hereby decia
l. 10 he permanent and irreyocable witho
TO the unanimous votes of all the stocknol
ID ers of the corporation given at genel
Is meeting of the stockholders called 1or III
y purpose. a,
IS ARTICLE X.-The capital stock OF u
DR. CORPORATION may be increased up 10
w sum of two hundred thousand COLLARS,
the manner provided by law.
ARTICLE XI.-Whenever In the quo
= ment Of the board of directors or OF q
-, stakeholder it shall be deemed adVlsa,
IN ond for the benefit of the corporatl
NC that II should be dissolved, meeting
the stockholders shall be held TO "
o. thereon as provided by Section - OF 81 81