The herald., 1920-02-12
CHARTER.

4
| $4,000 dollars each. Said stock shall
| be paid for In cash, or by property, or
services actually rendered to the corpora
ton. or other equivalent OF cash as pro.
yided by law, and In such manner and NJ
such times and in such instruments as
may be prescribed by the Board OF d.
| rectors.
This corporation shall become a going
concern and shall be authorized to com.
| mence business as soon as nifty per cent
| Of its capital stock shall have been SUD-
| scribed and fifty per cent or 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 ($2OO,OOO:OO) DOL
lars by vote OF two-thirds of all the stock
present or represented ut special meet
ing called for that purpose or at a regu-
lar annual meeting of the corporation
| ARTICLE VI-All certificates OF stock
| issued by this corporation shall De signed
president, yice-president and secretary
| treasurer.
| The stock of this corporation can be
transferred only on the books OF the cor
| porati0n and subject to such regulations
and formalities as may be by the Board
| 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 ut price not exceeding the
book value thereof; and said stockholders,
| in proportion to their holdings, shall have
| an option and first right to purchase, at
| the book value Of such stock on December
31st, last preceding, all the shares Of stock
| to be thus disposed OF by sale or other
| wise OF any OF the stockholders, and shall
have a period of ten days In which TO
| accept or decline said offer. Should the
| stakeholder 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
! fit.
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 IL made shall be
void. aud this corporation shall be under
no obligation to list said stock ON Its
books or to regard the holder of the GER
| tifcate thereof.
ARTICLE vII.-The corporate powers
| Of this corporation shall be vested In and
exercised by Board Of not less than
| three nor more than i've Directors, at the
option of the stockholders, two to con-
| stitute a quorum for the transaction Of
business should there be three directors.
and three to constitute quorum for the
transaction of business in the event that
be more than three directors. The d.
| rectors OF the corporation may vote In
person or by written or Geographic proxy
at any Of the meetings Of the Board Of
]
may delegate any Of its powers to any
| officer or officers or any other representa-
tive Of the corporation by appropriate
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
]. Kaufman, vice-President; Harold b.
kaufman. Secretary-Treasurer; Sylvan
Neuberger; Ben Beekman, with the follow
! q officers A
dent; Arthur j. Kaufman. Vice-President;
| Harold ID. Kaufman, Secretary-Treasurer,
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 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
stockholder at his last known place Of
| residence. The Board Of Directors may
change the date of said annual meeting
that effect, sent at least fifteen days prior
to the date to which said annual meeting
| shall be changed, directed by mail TO each
stockhcider pt his last known place Of
| residence.
Each stakeholder shall, at such annual
meeting or other meeting general or spe-
ciai, be entitled In person or by written
or telegraphic proxy to one vote for each
Sudrc VI stOck owned Dy nlm> Inc elec-
tion 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
shall have been elected and qualified and
failure to hold the annual meeting Of
| stockholders or to elect annually Directors
| 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
altered or amended by and with the con-
sent of three-fourths Of all the stock pres
! ent or represented at q meeting general
or special held for that purpose; and such
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 three
fourths vote Of all outstanding stock.
M A .t,Ia ls,I M:aNotiee Of any and all
required by law shall be given in the
manner provided for, giving notices
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 c< 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 shah be liqui-
dated by one or more liQuidators elected
/ by 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
nxing 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 may
NIL the>yacancy 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 ofncers nor
shall any mere informally In organization
have the effect Of rendering this charter
null and void or Of exposing q 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 ONCE addresses,
30 that this charter may serve as a SUBJ
scripfion list; all Of which subscriptions
are payable In the manner and form set
out herein, and as provided for In Act
20 OF the General Assembly Of the State
OF Louisiana Of 1914.
the City Of New Orleans La, on the day,
month and wear herein frst ahova written