The herald., 1920-07-22
CHARTER.

tors shall be vested with full power and
authority to adopt and enforce bylaws
and management of the business and af
fairs of the company, and TO alter and
change the same at pleasure. The PreSi-
dent shall direct and control the business
and affairs of the company. He shall ap-
point hire and discharge all clerks. agents
and employees. and fix their salaries, sub
iect to the approval of the Board. The
salary of the President shall he fixed by
the Board of Directors. The Board of hi
rectOrs may create an executive commit
tee. and shall have other committees as
may be deemed necessary and useful in
connection with the business of the com
pany. and prescribe the duties and powers
of the same. \ Director who is about to
depart from the city or who * temporarily
absent thorefrOm. may authorize any other
Director To represent him during such alb
sence. with the same powers that the
principal could exercise If present. \
non resident Director may appoint another
Director to represent him under the SAM"
conditions and with like power in the sub
stitute. The Board of Directors of this
corporation who shall hold their office
until the Both day of April. 1921. or until
their successors are duly elected and quail
fled. shall be: Joseph W. Moses, VI. T..
Srhcypr. Morris Wolf. MOritZ ROScuthal
G. y Worms ). T. AlruS. Mrs. Joseph W.
Moses. With the following a. Officers Of
the company: Joseph ". Moses. Frc>i-
dent; VI. +. Scheyer. Vic" President; J..
Turk. Secretary. There shall be a Secre-
tary. who shall perform the usual func-
tions of such officer and who need not be
a stakeholder, and who shall hold his
office at the pleasure of the Board of hi
re,torS. lie shall furnish bond at the dis
erection of the Board. ON the Both day OF
April. 1921, and annually thereafter. or on
the day before. should that day fall on Il
sunday. 4 meeting of Class \ StockhOld-
crS for the election of Directors shall be
held at the office of the company. The
Directors thus elected shall continue in
office for one year and shall hold Offic"
Successors
qualified. Each Board shall elect its own
Officers. viz: Il President. one or more
Vice Presidents and a Secretary and Treas
urrr. The offices of Secretary and of
Treasurer may be combined. The PreSi-
dent shall also be general manager of the
corporation. All elections for Directors
shall be by ballot and the majority of
the votes cast shall elect and each share
of stock shall be entitled to one vote.
either in person or by proxy. Written
notice of this election shall be given to
each Class \ stakeholder by the Secretary.
stating the hour. and shall be sent by reg
iStered mail or by notice, acknOwled ged
in writing. at least five days prior to the
date fixed for the election, to such address
a. the stockholders shall have registered
with the company, and in default thereof.
to his last known residence. No other
notice shall be necessary.
ARTICLE Vino stock, either Glass \
or Class Il, shall be sold or transferred
until same has been offered at fixed
price. in writing, to the President of the
company. 1t shall be his duty upon re-
Crpt of such notice. To notify, in writing.
the holders of Glass \ and Class l. stock
of such offer, and il shall be the duty of
such holders. within seven days after mail
ing of such notice. to bid for said stock.
if they desire to purchase the same. II
no offer has been made for said stock. the
President shall have the right to offer
said stock for sale and he shall have the
right to dispose of same to any purchaser
at not less than the book value of said
stock offered for sale. as established by
the last annual inventory. If no offer Is
made for said stock within fifteen daVs
given by the holder of his desire to sell the
said stock. said stakeholder shall have the
right to dispose of same at pleasure.
ARTICLE VII.-The fiscal year Of this
corporation shall end on the 10th day of
April in each year. and it shall he the
duty of the Board of Directors to have
ready on that day a balance sheet show
ing the condition of the company. which
holders of Glass stock and entered into
the minutes of the proceedings of the
same, and said balance sheet shall bind
all stockholders. whether of Class A or
Class Il stock, for all the purposes herein
prescribed in Article VI
ARTICLE VIII.-All meetings of holders
of Class \ stock or of Directors, and all
meetings not expressly required by law
to be otherwise. shall be held after not
less than four days written notice, ac-
knOwledged in writing or sent by regis
tered mail; but the directors may be
called together at any time by the Presi.
dent without this fOrmality when he con
siders that necessity requires such meet
ing.
ARTICLE IX.-The capital stock of this
corporation may be increased to the sum
of SiJO,OOO.OO by a vote of twO-thirdS of
Class \ stock, either at an annual meet
ing or at a special meeting held for that
purpose. The capital stock of the corpor-
alton may be decreased in such manner
and under
provide.
ARTICLE X.-This act of incorporation
may be changed, altered or modified, or
the corporation may be dissolved with the
assent of three-fOurths of holders of Glass
\ stock, represented at any general or
special meeting of the holders of Class \
stock convened for that purpose.
ARTICLE XI.-Whenever this corpora
ton Is dissolved, either by limitation. by
forfeiture of its charter or from any other
cause. its affairs shall be liquidated by
two commissioners, to be appointed by the
holders of Glass 4 stock at meeting
convened for that purpose, and this selec-
tion shall be made at the same meeting
at which the corporation is dissolved. Said
commissioners shall remain in office until
the affairs of said corporation have been
fully liquidated. In the event of the death
of either of the commissioners, the survi-
vOr shall continue to act. The holders of
Class A stock may at the time of the ap-
pOintment fix the salary or compensation
TO be paid to said commissioners. but their
failure to do so shall not be construed to
be a denial of the right of said commits
SiOners to claim fair compensation in the
premises.
ARTICLE XIy.-The first paragraph
of Article NV to be amended to read as
follows: ANY delays herein prescribed
for meetings of Directors or stockholders
may be waived by the written or tele-
graphic consent Of such Director or stock
holder"
And said appearer further declared that
he is authorized. empowered and directed
to sign and execute all necessary acts
and proceedings to carry out and to effect
the said amendments: and that he does
now appear before me, Notary, in order
to make proper notarial record of said
amendments, and to have same recorded
as required by law: all of which will more
fully appear by reference to a certified
copy of the minutes of said stockholders
the city of New Orleans, on the day. month
meeting, attached hereto for reference.
This done and passed IN my office, at
and year herein first above written, in the
presence of Ralph j. Schwarz and Morris
hereunto sign their names, with the said
appearers and me- Notary, after due read
| ing of the whole.
(Original signed) Joseph W. Moses,
| President.
Witnesses: Ralph ]. schwarz, Morris
WILLIAM ]. GUsTE, Notary Public.
| (Seal)
/ hereby certify that the above and fore
going is a true and correct copy of the
| original on file in the records of my office
| at New Orleans, Louisiana.
WILLIAM j. GUSTE. Notary Public.
| (Seal)
/. the undersigned Recorder of Mort
cages for the Parish of Orleans, State OF
| Louisiana, do hereby certify that the
nd n 0mQDhmpnt