The herald., 1920-08-19
CHARTER.

stock, at all elections Of Directors. or othe-
meetings Of the stockholders, except upoT
questions relating to the liquidation or dis
sSIutlon OF this Corporation, in which cas-,
the preferred stock shall have a like votinC
power as the common stock that is on,
vote for each share of stock No amend,
ment to the charter shall be passed which
snail impair the rights of the preferred
| stockholders as hereinabove provided
Z. All shares of stock shall be trans.
terred only upon the books after surrender
OF the outstanding certificates and pursu.
ant to such rules and regulations as may
De prescribed by the Board of Directors.
s. No stockholder shall have the right
| 10 sell or otherwise dispose of his common
stock in this Corporation to any pprson
other than stakeholder thereof without
tlrst offering II in writing for thirty go,
days through the Board of Directors TO tho
other holders of common stock at its book
value as determined by the last preceding
inventory.
0. This Corporation shall be a going
concern as soon as five hundred thousand
| (S0OOWO.OOD dollars of the capital stock
shall have been subscribed for, which shall
be paid for either in cash. or property ac-
tually received by the Corporation in ac-
cordance with law; and in payment of all
or any portion of said stock this Corpora.
ton is authorized to acquire and take over
Board of Directors, who shall have fuIl
power and authority to issue all stock "A,
they shall determine.
10. The capital stock of this CORPORA.
ton may be increased to two million
| CS2,oOOOOO) dollars, that is, the preferred
stock may be increased to five hundred
thousand $500, 0OOO0) dollars and the com.
mon stock may be increased to one million
| five hundred thousand Isl 800 OOOl dollars
ARTICLE E.-All the powers of thi,
Corporation shall be vested in and eNer
cised by, and its business and affairs shall
| be managed by a Board of Directors of not
| less than three 90 nor more than seven
| "a Directors, each of whom shall own al
least one share Of common stock in his own
name. Said Directors shall be elected 10y
the stockholders entitled to the voting
power at the annual meeting which shall
he held on the first Monday of June q,
each year. The first annual meeting shall
| be held on the first Monday of June. 1921
| until which time the Officers and director,
named in this charter shall continue to act
and until their successors are elected and
qualified. Should the stockholders elect
less than seven "a directors. the Director,
may elect the additional number up {,
seven "a.
.. All vacancies in the Board of Dire.
tors shall be filled by the remaining l..
rectors. Any Director may be rc:,.-sentec
at any meeting of the Boa=G py any other
stakeholder by prog.
3. Immediately after, or as soon as prac.
ticablS arter their own election. the Direc.
4, tors shall elect a President Treasurer, q
Vice President, and a Secretary, and mau
elect such other Nice-Presidents other
officers as they desire.
1. Inc O1tlcS OF the treasurer may at
any time be disconnected from that OF
President, and united to that of the Vice
President or Secretary, or established a.
a separate office.
ing to elect Directors shall not affect this
Corporation nor impair its anagement in
any respect but the Directors and officers
shall continue in office until their success
sOrs are elected. The Board of Directors
shall have the authority to determine the
extent OF the power and fix the duties OF
all officers.
g. The first Board of Directors and off
GERS of this Corporation and their post
office address are as follows:
Alfred j. Krower, Ill Exchange Place.
Mrs. Rose L. Krower, 1880 st. Charles
Ave, New Orleans, La, Vice-President.
Myron NJ. Goldman, 213 Whitney Central
Bldg, New Orleans, La, Secretary.
Z. At all meetings of the Board of Di-
rectors the President shall have the right
to vote upon any and all matters that may
come before the meeting, and in addition
shall have the deciding vote in case of !
tie.
s. The Board of Directors may make.
amend or repeal all bylaws for the regu-
lation OF the Corporation.
ARTICLE VII. This act of incOrpOr-
alton may be modified, changed or altered,
or said Corporation may be dissolved with
the assent of two-thirds e ~ of the CAPT
tai stock outstanding at meeting of the
stockholders convened for that purpose.
and after (15) days written notice has been
delivered in person or given by letter
mailed to the last known address of each
stakeholder. The said notice may be
waived by the unanimous consent of the
stockh olders.
2. The capital stock of this Corporation
may be increased or reduced in accordance
with the provisions Of the law in such cases
made and provided.
8 In case of the dissolution OF the Cor
poration its affairs shall be Equidated by
one or more liquidators elected by ma
jority vote of the stockholders, with such
powers, compensation and duties as the
stockholders NAV determine.
ARTICLE VII. No stakeholder shall
ever be liable for the faults or contracts
than the unpaid balance due to the cor
poration on the shares subscribed by him.
nor shall any mere informally have the
effect of rendering this charter null or
exposing any stakeholder to any liability
beyond any unpaid balance due on hi.
stock.
ARTICLE VIII.-There is annexed to
read in connection Herewith, an accurate.
detailed, and itemized description of the
property as to amount, location. extent.
character and state of improvement, to-
gether with the statement of its value as
appraised by its Directors, transferred To
the Corporation in payment of the sub
scriptiOns to the capital stock OF said
Corporation.
ARTICLE IX.-The subscribers hereto
have respectively written opposite their
names the amount of stock subscribed by
them in this Corporation, so that this Act
Of Incorporation may also serve as the
original subscription list of the Corpora
ton, and they have stated their postoffice
addresses, so as to conform with Act 26I