The herald. [volume] (New Orleans, La.) 1905-1953, 1920-08-26
CHARTER.


whom shall own, in his own right. during
his term Of office. at least one full-paid
and unpledged share Of the capital stock
which shall be shown by his written
declaration, three (3) of whom shall con
stitute a quorum for the transaction of
business.
The officers of this corporation shall CON
siSt Of a president, vice president. ScCrc-
tary and treasurer, all Of whom shall be
members Of the board of directors. The
offices of president and treasurer may be
held. if desired, by one and the same
person.
The following named persons shall con
stitute the board Of directors of this cor
pOratiOn, tO-wit:
Henry II. FlaspOllrr. John T. Gibbons
Jr.. T.. J. pOmergue. David Sivewright and
T. VI. SChlegcl with Henry H. FlaSpoller
aS president and treasurer. John T. Glib
hons. Jr.. as vice president. and T.. j
DOmergue as secretary. and theS" directors
and officers shall serve until the second
Monday in July in the year 1921 or until
their Successors have been duly elected and
qualified.
Thereafter. the directors shall be elected
annually on the second Monday in July of
each year. beginning with the year 1927 ::
all elections of directors shall be by ballot
and each stakeholder shall be entitled to
one vote for each share of stock standing
in his name on the books Of the corpora
ton. this vote to I've cast in person or by
proxy. and II shall require majority Of
the stock present or represented to elect.
Failure to elect a board of directors on
the eCond Monday of July. 1921. or an
nually thereafter, shall not work a forfeit
ure Of this charter, but the old board of
directors shall remain in office until their
successors are elected and qualified.
ARTICLE VI.-The board OF directors
shall hold regular meetings at such times
as shall be fixed in the by laws of this cor
pOration. These meetings shall be held at
the dOmicil" of the corporation, but the
board Of directors at such times as he
may deem advisable. and he shall be re-
quired to call such special meetings when
ever requested TO do 40 by three members
Of the board of directors. Three days no
tice Of such special meetings shall be given
in writing to the directors unless waiver
of notice is signed by the directors. Any
vacancy occurring on the board. either
from death resignation. or inability to
serve. shall be filled by the board of
directors at its next regular meeting after
such vacancy shall have occurred. The
first board of directors of this corporation
shall be required to draft suitable bylaws
for the government of TINS corporation
which may be altered, amended or changed
as the exigencies of the case may require.
ARTICLE yII.-The stock of this cor
pOratiOn may be transferred. provided
such transfer shall be recorded upon the
books Of the corporation before il shall he
required to recognize the transfer or the
new holder of said stock. The total
IL
set forth. is tne sum OF seventy-five thOL-
sand CS15.OO0.0O) dollars, which is hereby
authorized to he issued fully paid and
non "A sSeSsable, for cash, or in exchange
for property. according to law. That, save
as hereinafter provided. no share or in
terest in the company shall at any time
be transferred to any person not already
shareholder, so long as any shareholder
is willing TO purchase said share or inter
est at the prescribed price. That in order
to ascertain whether any shareholder Is
willing to purchase any such share or in
terest the person, whether a shareholder
OF the company or not proposing to
transfer the same, hereinafter called the
retiring shareholder" shall give notice in
writing to the company that he desires to
transfer the same, and such notice shall
constitute the company his agent for the
sale of the share or other interest to any
shareholder of the company at the pre-
scribed price. That IL the company shall
within the space of thirty days after such
notice find a shareholder desiring to pur-
chase such share or interest. hereinafter
called the purchasing shareholder" and
shall give notice thereof to the retiring
shareholder. he shall be bound at such
time within fifteen days thereafter as the
company shall appoint, upon payment of
the prescribed price, to transfer such share
or interest to the purchasing shareholder.
That II in any case the retiring share
holder, after becoming bound as aforesaid
makes default in transferring such share
or interest, the company NAV receive the
=
the name Of the purchasing shareholder to
be entered upon the register as the holder
of such share or interest, and shall hold
the purchase money in trust for the re-
firing shareholder. his executors. admins
traitors, or assigns, and the receipt of the
company for the purchase money shall be
good discharge to the purchasing share
holder, and he shall not be bound to see
to the application thereof. and after the
name of the purchasing shareholder has
been entered in the register in purported
exercise of the aforesaid power, the val
idity of the proceedings shall not be ques-
TONED by any person, and the purchasing
shareholder shall be deemed and taken to
be the owner of the said share or interest.
That the prescribed price shall mean the
amount paid in on such share or interest,
plus the prOpOrtiOnate part of undivided
profits, provided that il, instead of there
being undivided profits. there exists an
impairment of capital of the said COM
pany, then the proportionate part of such
impairment shall be deducted from the
amount paid in upon such shares or in
terest In ascertaining such prescribed
price. That the company shall in all cases
on receiving notice of desire to sell stock
as aforesaid, allow the other shareholders
the opportunity to take same in proportion
to their respective holdings of stock in the
IBents to avoid fractions of shares. and
for that purpose giving the preference in
all cases to shareholders who have the
largest holdings.
ARTICLE VIIL-This charter may be
modified, altered. the capital stock thereof
increased or decreased, or the corporation
may be dissolved with the assent of two
thirds of the capital stock present or
represented at any meeting of the stock
holders held for that purpose, after prior
notice in writing to each stakeholder. or
mailed to him at his last known postoffice
address. all in accordance with the terms
Of Act 267 of 1914.
ARTICLE IX.-At the expiration of this
charter, or the earlier dissolution of this
corporation for any cause its affairs shall
be liquidated by two or more liquidators
to be elected by the stockholders. all of
whom shall hold stock in said company,
and said commissioners are hereby vested
with full power and authority to liquidate
the affairs of said company, with full
power to act.
ARTICLE X.-The appearers hereby de-
clare that they have subscribed 10 the fol
lowing number of shares of the capital
stock of this corporation. tO-wit:
John It. Gibbon, Jr., 2O06 Canal Street,
New Orleans, Louisiana, two hundred and
thirty (23O) shares; f. j. Domergue, South
Carrollton Avenue, corner Cshn Street, New
Orleans, Louisiana, one hundred and
eighty (1S0) shares; David Siyewright, 1924
Elm ST., New Orleans, Louisiana, fifty (50)
shares; f. NJ. Schlegel, SO11 Hickory Street,
New Orleans. Louisiana, fifty 500 shares
and Henry II. Flaspoller, 1929 State Street
New Orleans, Louisiana, two hundred and
forty GAO shares.
Thus done and passed, in my office. in
the City of New Orleans, on the day.
month and year first above written. in the
presence of ST. Clair Adams and ]. n.
Swing, competent witnesses, who have
signed these presents, together with the
said appearers and me, Notary, after due
reading Of the whole.
(0riginal signed: