The herald., 1920-02-19
CHARTER.

stock of the par value of one hundred
(SlO0.OO) dollars each. Said STOCK shalI
be paid for in cash, or by property, or
services actually rendered to the corpora
ton, or other equivalent of cash as pro.
vided by law, and in such manner ana az
such times and in such installments as
may be prescribed by the Board OF d.
rectors.
This corporation shall become going
concern and shall be authorized to COM
mence business as soon as nifty per cent
of its capital stock shall have Deen SUD-
scribed and fifty per cent OF all STOCK
subscribed for shall in fact have been
paid for either in cash or its equivalent.
ARTICLE V.-The capital stock of this
corporation may be increased to the sum
of two hundred thousand ($2OOOOO.OO) dol
lars by vote of two-thirds of all the stock
present or represented at special meet
ing called fer that purpose or at regu-
lar annual meeting of the corporation.
ARTICLE VI.-All certificates OF stock
issued by this corporation shall be signed
and countersigned by any two OF the
president, vice president and secretary
treasurer.
The stock of this corporation can be
transferred only on the books OF the cor
poration and subject to such regulations
and formalities as may be by the Board
of Directors from time to time prescribed
No stakeholder shall be permitted to sell
or otherwise dispose of his stock without
| first offering the same in writing to the
other stockholders through the Board OF
Directors at price not exceeding the
book value thereof; and said stockholders,
in proportion TO their holdings, SHAH nave
| an option and first right to purchase, at
the book value of such stock on December
3lst, last preceding, all the shares of stock
to be thus disposed of by sale or other
wise of any CT the stockholders, and shall
have a period Of ten days in which TO
accept or decline. said offer. Should the
stockholder decline to purchase said stock,
then such stakeholder is at liberty TO sell
or dispose of the stock, and may do SO In
any manner and at any price he may deem
hit.
Each share of stock is issued herein
upon the condition and understanding that
no stakeholder shall sell or otherwise
transfer his stock in violation hereof, and
any such sale or transfer If made shall be
void, and this corporation shall be under
no obligation to list said stock on its
books or to regard the holder of the GER
tihcate thereof.
ARTICLE VII-The corporate powers
Of this corporation shall be vested in and
exercised by a Board of not less than
three nor more than tve Directors, at the
option of the stockholders, two to con-
stitute quorum for the transaction Of
business should there be three directors,
and three to constitute a quorum for the
| transaction of business in the event that
| be more than three directors. The di-
rectOrs of the corporation may vote in
person or by written or Geographic proxy
| at any of the meetings of the Board of
| Directors; and the Board of Directors
may delegate any of its powers to any
officer or officers or any other representa-
resolution to that effect.
The first Board of Directors of this cor
poratiOn shall be composed Of the follow
ing:
Charles A. kaufman, President; Arthur
j. Kaufman, Vice-President; Harold b.
Kaufman, y-Treasurer; Sylvan
Neuberger; Ben Beekman, with the follow
ing as officers: Charles A. Kaufman, Presi-
dent; Arthur J. Kaufman, Vice President;
Harold ID. Kaufman, SecretaryTreasurer
and they shall serve until the second
Wednesday in January, 1921, or until their
successors are elected and qualified.
The Directors shall be elected annually
at a meeting held on the second Wednes-
day of January in each year after such
date. Notice of said meeting shall be given
fifteen days prior to the date Of said meet
ing, in writing; sent by mail to each
stakeholder at his last known place Of
residence. The Board of Directors may
change the date of said annual meeting
to any other date, by written notice to
that effect, sent at least fifteen days prior
to the date to which said annual meeting
shall be changed, directed by mail to each
stakeholder at his last known place Of
residence.
Each stakeholder shall, at such annual
meeting or other meeting general or spe-
or Geographic proxy to one vote for each
share of stock owned by him. The cleo
ton shall be held under such rules and
regulations as may be from time TO time
determined by the Board Of Directors.
The Directors when elected shall hold
Office for one year or until their successors
shall have been elected and qualified and
failure to hold the annual meeting Of
shall not operate the forfeiture of this
charter or any rights Hereunder.
ANY vacancy occurring in the Board Of
Directors may be filled by the Directors
for the unexpired term.
ARTICLE VIII.-This charter and act of
incorporation may be changed, modified.
altered or amended by and with the con-
sent of three-fourths of all the stock pres
or special held for that purpose; and such
| amendments may be material or imma-
terial, subject only to limitation as may
be by law provided; and this corporation
shall have the right and power to increase
its capital stock as hereinbefore set out.
and any increase of the capital stock in
excess Of the amount named herein as
the amount to which the capital stock
may be increased may be made by a three
fourths vote of all outstanding stock.
ARTICLE IX.-Notice Of any and all
meetings referred to in this charter or
required by law shall be given in the
in the case of election Of directors or by
publication Of such notice for fifteen days
previous to such meeting in any daily
newspaper in the City of New Orleans,
unless the notice of such meeting shall
have been waived, the stockholders and
directors having the right by this charter
to waive notices at any time and for any
meeting.
ARTICLE KIN case of the dissolu-
| ton, liquidation or termination of this
charter, by limitation or otherwise, the
| affairs of the corporation shall be liuui-
| dated by one or more liquidators elected
/ by a two-thirds vote of the stockholders
who may provide the number of said
liquidators and vest them with such power
and authority as may be by law permitted,
fixing the terms and conditions upon
which they shall serve and their COM
pensation, and provide that in case of
death or disability Of anyone of said
liquidators, the remaining liQuidators NAV
/ NIL the vacancy or continue to act on be-
| half Of the corporation.
ARTICLE XI.-No stakeholder of this
corporation shall be liable or responsible
for any costs, contracts, debts or faults
Of this company or any Of its officers nor
shall any mere informally in ORGANIZATION
have the effect Of rendering this charter
null and veid or of exposing a stock
holder to any liability beyond the unpaid
balance due on the stock held by him.
ARTICLE XII.-The subscribers hereto
have written opposite their names the
number of shares subscribed to by each
one OF them, and their post Office addresses
SO that this charter may serve as n sub
scription list: all of which subscriptions
are payable in the manner and form set
II