The herald. [volume] (New Orleans, La.) 1905-1953, 1920-07-29
CHARTER

he maid for in cash or its equivalent, a.
provided by law, and in such manner ana
at such time, and in such lhStalihen,S' "a a.
may he prrSn ribbed by the Hoard OF III
r.ctnrS Said Corporation shall become
Il going concern and shall be auth@rlzrd 10
commence business when Si-.J"uuV OF u
,apitI stock shall have been subscribed
and when $4,000 OF its capital STOCK
shall have been paid for.
ARTICLE V.-The capital stock of this
CORPORATION may be Increased 10 the sum
of fiffy thousand tSJOOOOOOl dollars. by
rvyo- thirds vote of al the stock present or
represented at special meeting calico
for that purpose, or at regular amman
meeting of the Corporation.
ARTICLE VI.-All certificates of stock
issued hv the Company shan b" signed by
the President and cOuntrrsiEnrd by the
Vice President. or. II authorized by fts"-
linton of tie Board of Directors. shall b'
signed bv the President or Vic" President
and countcrSig ucd by the Secretary | reaS-
/ urcr The stock of this Corporation can
be transferred only on the BOOKS oil me
Corporation and subject To such rrEnla-
tons aud formalities as may Il" by the
| Board of Directors from time TO time pre-
~crbrd. No stakeholder shall be per
mitird 10 sell or otherwise dispose Of his
stock without first offering the sam" IN
writing to the other stockholders, through
/ the Board of Directors, AT price not eN-
rpruiug the book value thereon al IN" time
of thu. last inventory. and th" stockholders
shall have an option and tirNt rlEhj TO
purchase all the shares of stock 10 b"
I -
resignation or otherwise, of any Of thr
Stockholders Of the corporation. and shall
have a period Of ten days in which To ac-
cept or decline such offer OF stock. Snoul
the Board of Directors or the stockholders
decline to purchase said stock, then
stakeholder or stockholders who made the
offer to sell or otherwiS" di>pO>" Of ih'
stock. may sell or otherwise dispose o.
il in any manner aud at any prir" thu
he or they may So" fit. But each share
OF stock j. issued under the condition AN,
understanding that no stakeholder >hal
make a sale or transfer of his stock H.
violation of this provision; and such sale
or transfer, if made. shall be void, aH'
this Company shall be under no ubliga-
ton to list said htock on it, books or TO
regard the holder of the certificate there
of.
ARTICLE VII.-The corporate powers
Of this corporation shall be vested in and
exercised by a Board of Directors com
posed of not less than three and not more
than five stockholders. two Of whom shall
constitute a quorum, II there are three
Directors and three of whom shall con
Stitute a quorum il there are four or five
Directors. for the transaction Of business.
The Directors of this Corporation may
vote in person or by written proxy at any
vi lhr meetings of the Board Of Directors.
and the Board of Directors may delegate
any of its powers To any officer or Officers
or any other representatives of the Com
panN. by appropriate resolution to that
effect. The first Board OF Directors of
this Corporation shall be composed of the
following: Henry Shelby. Richard IL. Mil
Ter and y. Il. shelby, with Henry shelby
as President, Richard ii. Miller aS We"
President, and y. t. Shelby a. Secretary
Treasurer, and they shall srrv" uLtt the
second Wednesday i'll June 1921. or until
their successors are elected and qualified.
The Directors of this Corporation shall
be elected annually. by the stockholders.
on the second Wednesday in June, each
year thereafter Notice of such meeting
shall be given ten days prior TO the date
of the meeting, sent to each stakeholder,
ut his last known address. The Board of
Directors may change the date of such
meetings by giving thirty days, notice. in
the manner above provided. Notice may
be waived, provided the stockholders con
sent. in writing. or by telegram, To waive
/ notice. Each stakeholder shall, at such
annual meeting or other meeting, general
or special be entitled. i'll person or proxy.
| to one vote for each share of stock
/ owned by him. Elections shall be held
under such rules and regulations as may
/ from time to time be determined by the
I Board of Directors. The Directors, when
elected. shall hold office for one year, or
until their successors shall have been elect
ed and qualified: and failure to hold the
annual meeting of the stockholders, or to
/ elect annually the directors, shall not OPP
| crate 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, and
| in the event that the remaining directors
cannot agree upon the person to he ap-
pointed to fill the vacancy. then stock
holders meeting shall be duly called to
| elect a new director. The Board of Di-
rectOrs may be increased from three to
| five by a majority vote of the outstanding
stock at any annual meeting or at any
| special meeting of the stockholders called
! for such purpose, and without the neces-
! Sity of any amendment or alteration Of
| this charter.
ARTICLE VIII-This charter or act of
| incorporation may be changed. modified
| altered or amended, by and with the con
sent of twOthird of all the stock present
at any meeting. general or special. held
| for that purpose; and such amendment
may be material immaterial. subject
only to limitations as may be by law pro
| vided; and this corporation shall have the
| rover to increase or decrease its capital
| stock as hereinbefOre set out. and any in
| crease in the capital stock In excess of
/ the amount named herein as the amount
| to which il may be made by three
| fourths vote of all outstanding stock.
! ARTICLE IN-Notice of any and all
| meetings referred to in this charter, or
required by law, shall be given in the
manner provided in giving notice in case
! of elections. unless the same shall have
been waived. In case of the dissolution,
| liquidation or termination of this charter.
by limitation or otherwise, the affairs of
this corporation shall be liquidated by
one or more liquidatOrS elected by the
| stockholders. who may provide the num-
Der of said liquidatOrs and vest them with
such power and authority as may by law
be permitted, and fix the terms and con-
ditiOns uuon which they shall serve and
their compensation, and provide that in
ease of disability of any of said liquida
tors, the remaining liQuidators may fill
the vacancy or continue to act on behalf
Of the corporation.
| ARTICLE Mo stakeholder of this
corporation shall be liable or responsible
for any costs, contracts, debts or faults
Of this company. or any of its officers
nor shall any mere informality in organ
iZatiOn have the effect of rendering this
charter null and void. or of exposing a
stakeholder to any liability beyond the
unpaid balance due on the stock held by
him.
| ARTICLE XI.-The subscribers hereto
have written opposite their names the
number of shares subscribed to by each
of them and their postoffice addresses. SO
that this charter may serve as the sub.
! scriptiOn list of the corporation; all OF
y which subscriptions are payable in the
manner and form set out herein.
Thus done and passed in my office in
the City of New Orleans. Louisiana on the
day, month and year herein first above
written. in the presence of Ralph j
Schwarz and Paul T.. Chasez. competent
: witnesses, who have hereunto signed their
names, together with the said appearers
and me, Notary, after due reading of the
, whole.
Witnesses: Ralph J. Schwarz, Paul E
, ChaseZ.
HERMAN L. BARNETT.
, Notary Public.
|, the undersigned Recorder of Mort
, cages. in and for the Parish of Orleans
! state OF Louisiana, do hereby certify thai