The herald., 1920-07-08
CHARTER.

Newman. New Orleans. La; Edgar New
man. New Orleans, La; Julian Bernard
Newman. New Orleans, La; Simon j.
ShwartZ, New Orleans, La; Emile Wen.
New ORLEANS. La; Edwin A. NeuGaSs,
New York city. y. y; l.. Carroll Root
New Orleans, La.
On the first Monday of February. 1921
and annually thereafter, an election shall
be- held by the stockholders for Hoard
Of Directors. Such annual election shall
be- preceded by fifteen days written
notice to each stakeholder. delivered in
person or sent by mail to the address
given in the current city directory, un-
less the address of such stock holder
shall have been registered with the sec
rotary. aIsl in default of either care Of
General Delivery. New Orleans. La. The
election shall be held at the office of tn"
corporation at such hour may be fixed
10y the incumbent Board of Directors AMI
under IN" supervision of two commits
SiOurrS appointed by ia" same. This
election may also Ze held by ballot, or
viva Noce. a. agreed upon by those pres
ent. At such election each >tOrkhOld"r
shall he entitled to one vot" for each
share of the capital stock held 10y him.
aud the persons receiving the highest
number of votes east At said election
shall be elected, aud the Board OF III
revtorS thus elected shall meet aud or
SaniZ" soon thereafter a. possible.
The failure To hold an election, how
ever. shall in no manner affect tn" NH-
lidity Of the organization of the corpora
tiuu or its corporate acts. and IA" Board
and officers in oftic" shall hold their
otfirrS until their Successors have been
elected and qualified
\ majority of the WHOLE Board shall
constitute quorum. and directors ali.
sent or unable TO attend may authorize
directors present 10 represent them by
written proxy filed with ia" secretary.
and such proxy directors shall POSSESS
all the powers such abSeuters could "N-
"rriS" if present in person. This proxy
may he given by wire or letter.
! Al it, first meeting after election. or ~
soon thereafter as practicable. the Board
| of Directors shall elect president. aud
one or more vice presidents and seq
/ Rotary and treasurer, these two last
4 named officers need not be stockholders.
and the said two offices may b" com
| hjned in on" person by the BOARD Of hi
| rertOr~
The Board of Directors may proyid,
| for Il meeting f." 10 he paid To its mem
| berS. whether >alaried officials or other
| wise.
The Board OF Directors may establish
/ bylaws. rules and regulations for the
government of the corporation. aud may
! also create committees for the manage
| mCut of the several departments OF it,
| business. including an Executive Com
mittrc of not less than three members OF
| the board. aud said executive committee
/ shall be empowered TO exercise all the
! functions of the Board of Directors dur
| ing the recess of said board. The Board
| of Directors shall fill vacancies occur
ring ia its body during the term there
| Of. Notices of board meetings may De
verbal or written. and meetings of the
| board may he held at such times a.
shall be- set by the board itself or 1T the
| call OF the president and at the request
| of any two stockholders.
ARTICLE FII.-Whrrevrr notice is re-
| quired by law or by this charter. the
same may be given in person or at the
| recorded or last known address. ~ j,
prescribed in Article VI of this charter
| and twenty four hours will be Suffiricnt
| for all purposes except where otherwise
| prescribed herein or by law. Any and
| all notices required by law or by this
charter may br waived by unanimou,
! consent of the Board of Directors or tn.
| stockholders as the case may be- and
| such waiver shall be entered on the min.
uteS of the meeting To which they apply
! Such waiver may be in writing. 10y wire
| or orally al the meeting. and meeting,
may bc held hereunder at such place a,
| may be agreed upon.
! ARTICLE NIII-This corporation shall
have power and authority to do cuisines,
| ia any state or territory or possession oi
| the United States of America or in any for
"iEn country. and shall have the right Il
| create agencies or branch offices for tn,
conduct OF its said business at any place il
may .-tct.
| ARTICLE IN.-ThiS charter may b,
amended. altered or modified. or the capital
stock increased or decreased, or the cor
| pOratlOn dissolved at Il meeting of the
! stockholders duly called for that purpose
and in such manner as may be permitted
| by the laws Of Louisiana, now or hereafter
enacted.
| ARTICLE N.-Tpon the termination of
| the charter or upon the dissolution of tn,
corporation. its affairs shall be liquidated
| by three commissioners. elected or appoint
ed in the manner provided by any law OF
! LoulSlaIl1. now or hereafter enacted. Ia
the event of death or resignation of any OF
| said commissioners. the survivors or sur.
NlNOr shall continue to act. with all tn,
NNKsF- nj ..pft F,.NN
| said commissioners shall be vested with
power and authority to do all thing,
necessary or permissible under the power,
conferred on them by their appoiutmpnt
| or under the law to wind up the cuisines,
of the corporation. To sell aud convey il,
| property at private or public sale. to re-
duce its assets TO money and diStribut,
same among its stockholders, and to liqui
date the corporation.
| ARTICLE NI.-NO stakeholder shall rveI
be held liable or responsible for the con
! tracts or faults of this corporation in any
| further sum than the unpaid balance du,
to this corporation on the shares owned by
him. nor shall any informally in Organiza
! tion have the effect of rendering this char
ter null or of exposing the stakeholder Il
any liability beyond such unpaid balance.
! SO that this charter may serve also tn,
| purpose of subscription list. the under,
signed organizers of this corporation hav,
respectively subscribed for stock herein il
the number of shares and amounts re-
| Spcctively set opposite their signatures
and have attached their several addressc,
To the same.
| Thus done and passed at my office in
the City of New Orleans. Parish of or
leans, state of Louisiana, in the presrnC,
| of Harry llardie and John Dart, COmpe
tent witnesses, who have signed these pres
entS with said appearers and me, notary
after due reading of the whole
| Witnesses:
Harry Hardie.
John Dart.
tSigned) HENRY L. DART. JR..
Notary Public
Jun" lI-July -