The herald., 1920-07-22
CHARTER.

Newman, New Orleans, La; Edgar New
man, New Orleans, La; Julian Bernard
Newman, New Orleans, La; Simon j.
Shwartz. New Orleans, La; Emile Well.
New York City. n. 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 Board
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, I'M
less the address of such stock holder
shall have been registered with the sec
rotary. and in default of either, care OF
General Delivery New Orleans, La. The
election shall be held ut the office Of the
corporation at such hour as may he fixed
by the incumbent Board of Directors and
under the supervision of two commits
SiOners appointed by the same. This
election may also re held by ballot, or
viva yoce, as agreed upon by those pres
ent. At such election each stakeholder
share of the capital stock held by him.
and the persons receiving the highest
number of votes east at said election
shall be elected, and the Board of hi
rectOrs thus elected shall meet and or
ganiZe as soon thereafter as possible.
The failure TO hold an election, how
ever, shall in no manner affect the va
lidity of the organization of the corpora
ton or its corporate acts, and the Board
and officers in office shall hold their
offices until their successors have been
elected and qualified.
\ majority of the whole Board shall
constitute quorum. and directors alb
sent or unabl" TO attend may authorize
directors present to represent them by
written proxy filed with the secretary,
and such proxy directors shall possess
ercise If present in person. This proxy
may be given by wire or letter.
At its first meeting after election. or a.
soon thereafter as practicable, the Board
of Directors shall elect a president, and
one or more vice presidents. and sec
rotary and treasurer, these two last
named officers need not be stockholders.
and the said two offices may be com
hined i'll one person by the Board of hi
rectOrS.
The Board of Directors may provide
for "A meeting fee to be paid to its mem
berS. whether Salaried officials or other
wise.
The Board of Directors may establish
bylaw rules and regulations for the
government of the corporation, and may
also create committees for the manage
ment of the several departments of its
business, including an Executive Com
mittee of not less than three members of
the board. and 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 in its body during the term there
of. Notices of board meetings may be
verbal or written, and meetings of the
board may be held at such times as
shall be set by thu board itself or at the
call of the president and at the request
Of any two stockholders.
ARTICLE YII-Wherever 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, as il
prescribed in Article vi of this charter.
I "A g.
for all purposes except where otherwise
prescribed herein or by law. Any and
all notices required by law or by this
charter may be waived by unanimous
consent of the Board OF Directors or the
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. by wire,
or orally at the meeting, and meetings
may be held hereunder at such place as
may be agreed upon.
ARTICLE VIII.-This corporation shall
have power and authority TO do business
in any state or territory or possession of
the United States or America or in any for
eign country, and shall have the right to
create agencies or branch offices for the
conduct of its said business at any place il
may I-tCt
ARTICLE IX.-This charter may be
amended, altered or modified. or the capital
stock increased or decreased, or the cor
poratiOn dissolved at a meeting of the
and in such manner may be permitted
by the laws of Louisiana. now or hereafter
enacted.
ARTICLE X.-Upon the termination of
the charter or upon the dissolution of the
corporation, its affairs shall be iquidated
by three commissioners, elected or appoint
ed in the manner provided by any law of
Louisiana. now or hereafter enacted. In
the event of death or resignation of any of
said commissioners. the survivors or sur
ElVor shall continue to act, with all the
powers and authority of the full body.
Said commissioners shall be vested with
power and authority to do all things
necessary or permissible under the powers
conferred on them by their appointment.
or under the law to wind up the business
of the corporation, to sell and convey its
property at private or public sale. to re-
duce its assets to money and distribute
same among its stockholders, and to Iiqui-
date the corporation.
ARTICLE XI.-No stockholder shall ever
be held liable or responsible for the con
tracts or faults of this corporation in any
further sum than the unpaid balance due
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 to
any liability beyond such unpaid balance.
SO that this charter may serve also the
purpose of subscription list the under
signed organizers of this corporation have
respectively subscribed for stock herein in
the number of shares and amounts re-
spect1yely set opposite their signatures,
and have attached their several addresses
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 presence
of Harry Hardie 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.
(SignedD HENRY Z. DART, JR..
Notary Public.
June 17-July -.