The herald. [volume] (New Orleans, La.) 1905-1953, 1920-06-03
CHARTER.


laws of this State. Whenever an increase
of said capital stack shall have been au-
thOriZed thirty days written or printed
notice thereof shall be given by publica-
ton in one of the daily newspapers pub
lished in the City of New Orleans within
which time persons holding stock in this
corporation shall have the right to sub
scribe for said increased stock in proper
ton to the number of shares of stock
then held by them, and which additional
shares shall be paid for the Board of
Directors may direct. After the eNpira-
ton of said time the Board of Directors
may dispose Of the shares not taken. for
the benefit of the Company, in such man
npr and on such terms and conditions as
they may think proper. Dividends shall
br declared on the amount actually cred
tied on the capital stock without regard
to the amount subscribed for.
Dividends accruing to stockholders,
who owe any portion of any stock
subscribed for by them shall be credited to
such unpaid subscriptions until the full
amount of all stock subscribed for by such
stockholders shall be paid in full. Such
credit OF dividends shall not in any man
ner relieve such stockholders from the
payment of calls on such subscription, but
the credit of such dividends shall be i'll
excess of calls on such subscriptions to
stock. Interest at the rate of eight per
cent per anuum shall be charged on the
unpaid portion of calls on stock SuDSCrlb-
ed for from the maturity of each call. IL
any inStallment or inStallmentS on stock
subscribed for should not be paid within
thirty days after the same shall become
due, such stock and the subscription there
to, together with all installments paid
thereon. may be cancelled and forfeited
to the Company by resolution OF the
Board of Directors without further notice
putting in default or proceedings, or
the Board of Directors may hold the sub
scriber to said stock personally response
Bile therefor and take legal proceedings to
collect the installment or installments due
thereon. The Company shall begin opera
ton a. soon As thirty seven thousand five
hundred (31JOO) shares of the capital stock
are subscribed for or disposed of. At all
elections by or meetings of the stOckhOld
er>, each share Of stock, whether paid
for in full or not, shall be entitled to
one vote. to be cast either by the person
in whose name the stock appears on the
books of this corporation at the time of
the voting, or by his agent or proxy, duly
authorized i'll writing To that effect. All
transfers of stock shall be made on the
books of the corporation and shall be
signed by the stakeholder or by his at
tOrncy.
No stockholdcr shall be allowed to
sell or dispose of his stock or any pOr-
ton thereof until after the expiration of
sin months from the date hereof without
first giving in writing to the Board of
Directors twenty days notice of such in
tended transfer, and allowing the Board
Of Directors, or, on its default. any stock
holder. the first opportunity of purchasing
said stock at the price said stock was pur-
chased for. as indicated by the records
of the company.
ARTICLE EI.-The business and af-
fairs and corporate powers of this corpora
ton shall be transacted by Board of
Directors composed of not less than five
Directors nor more than nine Directors, to
be composed of stockholders of this cor
pOratiOn owning at least ten shares of
the capital stock. The stockholders may
at any annual meeting elect less than five
Directors and the Directors thus elected at
any annual meeting may prior to the next
annual meeting eject one or more addition
nj members of the Board of Directors so
as to make the Board of Directors not
more than nine. The Directors, whether
elected by the stockholders or by the
Board of Directors, shall be elected by
majority of the votes at meeting of the
stockholders or of the Directors, as the
case may be.
William EdenbOrn, AdOlph Dumser, a
Luria, Charles ID. Schmidt, Charles Kohl
meyer, j. Zach. Spearing, and W. d.
Phillips, all of New Orleans, La. with
Nelson q. Goreau as President, f. W
Holden as Vice President. W. u. Phil
lips as Secretary, and Charles ID. Schmidt
as Treasurer. shall constitute the first
Board of Directors and they shall hold
their Office until the third Tuesday in
January, 1923. or until their successors
Board shall take their seats Immediately
following their election. or us soon there
after as practicable, and shall hold their
offices until their successors shall have
been elected and qualified.
\ majority of the members of said
Board of Directors shall constitute a
quorum for the transaction and manage
nent OF all business of said corporation
On the third Tuesday in January. 1928
ana annually thereafter, an election for
nv rhn -hoI
held at the office of the Company after
fifteen I'D days previous notice of such
meeting shall have been given by adyer-
tisement appearing three times in fifteen
days in one of the English newspapers
published daily in the City of New Or
leans. the first advertisement appearing
not less than fifteen days prior to the
meeting and the last advertisement ap-
pearing on the day of the meeting. Every
Board of Directors shall at its first meet
ing after its election, or as soon there
after as practicable, elect a President, a
Vice President Secretary and a Treas
urer, from their own number, and such
other officers, who may or may not be
stockholders or Directors. as may be de-
sirable, who shall hold office at the pleas
ure OF the Board of Directors. The Board
OF Directors may combine the offices of
secretary and Treasurer. 4 failure
to elect Directors on the date above speci-
fled shall not dissolve the corporation but
the then existing Board of Directors. shall
continue to hold their offices, and another
election shall be held as soon thereafter as
practicable at a time to be fixed by the
Board of Directors then in office where
of fifteen days prior notice shall be given
in the manner above provided. which said
notices shall be full and complete notice
to all stockholders of such meetings. In
the event no election takes place at the
second meeting. or if no second meeting
shall be called or held, the Board then in
office shall hold over until the next an
| nual meeting or until their successors are
occurring in said Board of Directors, from
any cause, shall be filled by the remain
| ing Directors. The Board of Directors
may make such bylaws, rules and regu-
latiOns as they may think proper for the
| transaction of the business and affairs
Of said corporation, and change.
| alter and amend the same at
| pleasure. and shall exercise all the pow
ers of this corporation, or may delegate
| the same to one or more officers at its
| pleasure; appoint and fix the salaries of
! all officers, clerks and employees, not
| herein mentioned, the same to change or
! dismiss at pleasure; fix the salaries of
| the officers provided for herein; sell. con
| vey. mortgage, pledge, lease and purchase
rights. privileges, franchises. property,
movable. immovable and personal; borrow
! money, issue notes and sign or cause to he
! signed by officers or Directors specially
! Directors all necessary acts, deeds, etc.
Adopt a corporate seal. the same TO
| change or alter or dispense with at pleas
! ure: and to do all things which may be
necessary to be done in the management
| of said business and permitted by the laws
| applicable to corporations.
ARTICLE VII.-This Charter may be