The herald., 1920-01-22
CHARTER.

other meetings of the stockholders, the
voting shall be by ballot, and each stock
holder shall be entitled to one vote Tor
each share of stock standing in his name
on the books of the company, to be cast
in person or by written proxy.
Five per cent of the outstanding capital
stock of this corporation shall constitute
a quorum at any and all meetings for
the transaction of any and all business,
except as otherwise provided by law. The
majority of stock voting shall decide all
questions, except as otherwise provided
by law, or by this charter.
The Board of Directors shall have the
right to fill for the unexpired term any
vacancy occurring among the Directors by
death, resignation or otherwise, even
though the number be by said couses or
either of them reduced to less than a
quorum.
The failure to hold an annual election
or to elect Directors as above. provided,
| shall not dissolve the corporation, but the
Directors and Officers then in Office shall
cause an election to be held as soon as
| possible thereafter, notice of which shall
| be given as above provided for the hold
| ing OF the annual meeting of stockholders
pending which election the then Directors
| and Ofhcers shall remain such until
their successors are duly elected and shall
| have qualified.
The Board Of Directors, shall, within
| thirty days after each annual election,
elect from their number a President, a
|
| Secretary Treasurer. The Secretary Treas
| urer need not be a member of the Board
| of Stockholders, and the Board OF Di-
rectors shall have the power to elect
| from their number such additional Vice
| Presidents and also such Assistant Secre-
| tary-Treasurers, as in their judgment seem
best, and such Assistant Secretary Treas
| urers need not be stockholders or mem
bers of the Board of Directors.
| The Board of Directors shall have the
l mower dpipPatinQ al w
| ers in the transaction of the business of
this corporation to a committee COM
mittees of its own body or to officers and
| agents of this corporation.
| Any and all directors and officers shall
hold Office at the pleasure of tho stock
holders, who may, at any general meeting
convened for that purpose, on notice as
above provided for the holding of the an
nual meeting of stockholders, declare such
dictatorship or office vacant, and select
| a successor or successors to such director
| or officer, and 1t shall be the duty of the
Secretary and the President to call a meet
ing for that purpose at the request in
Writing of ten per cent of the capital
stock Of this corporation then outstand-
ing.
The Board of Directors shall have power
to adopt bylaws for the government OF
this corporation, and to alter, amend or
abolish the same at pleasure at any spe-
cial or general meeting of the Board OF
Directors, and no previous notice of an
intention to alter, amend or abolish the
bylaws shall be required.
The first Board of Directors shall be
composed of: Edwin l.. Powell, whose post
Office address is 1856 TchOupitoulas Street
New Orleans La; w. Scott Bryan, whose
post office address is 1856 Tchoupitoulas
Street, New Orleans, La, and William II
Purves, whose post office address is 1I5s
Tchoupitoulas Street, New Orleans, La
Who shall hold Office until the annual
meeting in 1921, or until their successors
! are duly elected and qualified, and Edwin
L. Powell, shall be President; W.. Scott
Bryan, shall be Vice-President, and vii
= liam H.. Purves, shall be Secretary Treas
urer.
ARTICLE yI.-This act of incorporation
NAV be modified, added to or changed, OF
: said corporation may be dissolved In th'
manner provided by the law Of the STATE
of Louisiana, at the time such action il
} taken, at meeting of the stockholders
, convened for such purposes and called III
! the same manner as is provided herein
above for he calling of the meeting Iei
, the annual election of the Board Of Di
rectors, and whenever this corporation i
dissolved, either by limitation or by vote
of its stockholders, its affairs shall b'
liquidated by three Gquidating commits
sioners to be elected at the general meet
ing Of the stockholders called for the
purpose of voting on the question OF liqu1
dalton and in case of the death or reslg
nation of any of said commissioners, the
: commissioners, shall, within fifteen day.
after such death or resignation or as sooI
. thereafter as is possible, cause to be held
a general meeting of the stockholders N
which a successor or successors to sucf
commissioner or commissioners, who MAJ
have died or resigned shall be elected anC
) in the event of the death Of all three com
missioners a general meeting of the stock
holders may be called by any of the stock
holders in the manner provided for tn,
: calling of the meeting for the annual cleo
: ton Of the directors for the purpose O
electing three other commissioners. II
= the event that more than one stockholde
attempt to call the general meeting o
e stockholders just hereinabove provided for
then the said meeting shall be held ii
e accordance with the first notice thereo
, that may be issued.
All meetings of the stockholders and o
I the directors shall be held in New Or
Z leans, La at the Office of the company
i or If IL have no Office, at some othe
: readily accessible place of business; pro
c vided. however, that with the written con
e sent OF all of the directors valid meet
: ings of the directors may be held outsid
e the State OF Louisiana, or within the Stat
;, elsewhere than its domicile and Office
!, Any and all notices by this charter O
:, by law to be given to stockholders or I
e directors may be waived by the unanimou
i consent OF the stockholders or of the di
s rectors, respectively, except as otherwis
h provided by the law Of the State of Louis
v lana.
e ARTICLE Vino stakeholder shaI
;; ever be held liable or responsible for con
h tract or faults Of this corporation in an
o further sum than the unpaid balance du
d the company on the shares of stock sub
scribed for by him, nor shall any mer
s informality in the organization of thi
d corporation have the effect of renderin
II this charter null, or of exposing an
5. stakeholder to any liability beyond sue
" unpaid balance due on said stock.
d In order that this charter may ais
: serve as the original subscription list re
II quired by law, the subscribers to this az
: or incorporation have also written or
It posite their respective names, their respet
d tive addresses and the amount of capita
Is STOCK or this corporation subscribed 70
l. by each Of them.
v Thus done and passed in my office 4
: the city Of New Orleans, on the day an
Is IN the month and year first above writ
ten, In the presence of George Denegr
II and Jeanne Hatrel, competent witnesse
It VINO hereunto sign their names with m
sald appearers and me, Notary, after du
l. reading of the whole
e Original Signed)
II II: l.. POWELL, 9s Shares.
1t w. SCoIT BRYAN, Share.
: w. II. PURyEs. i Share.
Is Witnesses:
a Geo. Denegre,
]. Hatrel
FELIX J. PUG,
Notary Public.
Is ], the undersigned, Recorder of Nor
3 cages, in and for the Parish of Orlean
y the above and foregoing Act Of Incorpor,
nrIaanS m