The herald., 1920-01-01

salu STOCK unless the offers To nurchas.
tne same snaIl include and cover the en-
tire'y Oh the offerings under paragraph
graph (2). 1u'i para
a.. All certificates of stock shall bea,
prlet reference to the rights herein es.
laousned IN the favor of the stockholders
ARTICLE V-All the corporate powers
OF this corporation and the management
ana control of its affairs shall be vested
IN, ana exercised by Board of Directors
oSSnpH Hs Oh three stockholders, a majority
OF which shall constitute quorum for
the transaction of all business The hi
rectors shall be elected annually by the
stocknolders, at meeting to be held on
the hrst Monday after the first SUNDAY
OF each year in the month of January
sald meeting TO be preceded by three DAYS
written notice to the stockholders. Each
stockholder shall be entitled, in person
or oy proxy, to a vote for every share
owned by him, and all elections shall he
held under such rules and Regulators os
may be determined by the Board of hi
rect0rs. The Directors, when elected ShaII
continue in office for one year and nm
III thelr successors have been duly elected
and have qualified. No failure to elect
shall operate the forfeiture of this char
ter. ANY vacancy occurring on this Board
shall be filled by the remaining Directors
Tor the uneNpired terms. The Board of
directors shall. at its first meeting after
its election, select out of its number a
President, and one or more Vice Presi-
dents, and shall also elect n Secretary
Treasurer, who need not, however. he a
member OF the Board. The President shall
lhaVe the right TO appoint and dismiss the
clerks, and other employees of said cor
Iporation at pleasure, and as the interest
anu business of the same may demand
lie may exercise this authority by proxy.
ANY Director being sick or absent or abont
TO absent himself shall have the right TO
lappoint by written instrument another
phrectOr or stockholders to act as his
proxy in his stead, at any and all meet
mgs of the said Board of Directors dur
hg his absence. The first Board of Di-
iectOrs 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. III. Cow
ey, New Orleans, La. 10 shares; ]. It.
Brandner, New Orleans, La. / share
ARTICLE VI.-The funds of this cor
loration shall be deposited from time to
nme IN bank or banks TO be selected by
The Board of Directors. All checks notes
other instruments drawn, executed or
Issued, in the corporations name and be-
kilf, shall be signed by the President and
the Vice president, or the Secretary Treas
wer. No officer shall thus sign or in
dOrse the name of the corporation save
strictly in its concern.
ARTICLE Vino stakeholder shall be
held liable or responsible for contracts.
fiults or debts of the corporation nor
1tiOn have the effect of rendering this
carter NULL, or of exposing any stock
holder to liability beyond the unpaid bal
mce due on the shares owned by him.
ARTICLE NIII.-This act of incorpora-
ton may be changed, modified. or alterer
q this corporation may be dissolved, with
ne consent of the stockholders owning
nree fourths of all the stock of this cor
TOration, at a general meeting convened
br that purpose and after at least three
Gays written notice of this meeting shall
lave been given through mail address sed
10 each stakeholder at his last known place
Of residence. In case of dissolution by the
expiration of this charter. or otherwise
the stockholders shall elect a liquidator
from among their own number who shall
have full authority to settle and wind up
the business and affairs of the company.
The terms and conditions Of and the
compensation for such services. shall be
fixed at the time of election. In case of
the death or disability of said commits
siOner or liquidator before the liquidation
Of the affairs of the corporation, the sue
eessor to fill the vacancy may be appoint
ed by the stockholders
ARTICLE IN.-Any and all notices and
delays provided for by this charter may
De waived by the unanimous consent of
he stockholders unless prohibited by law.
. ARTICLE X.-The names and postof-
flee addresses of the subscribers to the
capital stock of this corporation. and the
number of shares subscribed by each of
Lnem, are as 1OIlOWS.
+. b. Triffiley, New Orleans. La, $50
shares; W. II. Cowley, New Orleans. La,
10 shares; j. T. Brandner, New Orleans,
La, l share.
The above named F. p. Triffiley, in
consideration of the shares of stock sub
sribed to by him. hereby agrees to sell,
transfer, assign and deliver to the Herbert
Nay Company, Inc, all of his right, title
and interest in and to the Schooner Herb
ert May" and has this day executed a bill
NJ sail nf cafA in nf
corporation. The above named named
cowley and Brandner hereby agree to pay
for the 20 shares of stock subscribed by
them the sum of one hundred dollars cash
per share.
The Schooner Herbert May" which has
been offered by the said Frank r. Thrift
fley in payment of the stock subscribed.
IL valued at the sum of forty-nine thous-
and eight hundred (S49, 5000 dollars, and
Is owned by f. Il. Triffiley.
Thus done and signed in my notarial
office, at the City of New Orleans, afore-
ald Alma Bertus, competent witnesses of
lawful age. and residing in this city, who
h,reunto subscribe their names together
with said parties and me. Notary, on the
day and date set forth in the caption here
Of
(Original Signed)
F. B. THRIFFILEY,
n. o., La, $50 Shares.
w. III. COwLEY,
n. o., La, 10 Shares.
J. II. BRANDNER, |
n. o., La, / Share.
Witnesses: |
Noelie Dubourg,
Alma Bertus.
.. HENRY p. DART, JR..
Notary Public.
hereby certify that the above and fore
going is a true and correct copy of the |
original on file in my office.
HENRY p. DART. JR.,
Notary Public.
State of Louisiana, Parish of Orleans,
Decere me, the undersigned authority, per-
'ondly came and appeared W. Fl. Cowley |
indJ. T. Brandner, who being duly sworn.
iep,se and say: That fifty per cent 900 |
If the capital stock of this corporation has
been subscribed, according to law.
W. II. COWLEY.
J. T. BRANDNER.
Sworn to and subscribed before me, this
md day of December, 1919.
HENRY p. DART, JR..
Notary Public.
Dec. 1S-Jan. d.
TO CHARTER SOUTH