The herald. [volume] (New Orleans, La.) 1905-1953, 1920-07-01
CHARTER

provided by law. and in such manner ano
at such time. and in such instruments. a
may D" prescribed by the B oard Oh III
a going concern and shall be authorized 10
commerce business when Sl2.5OO.GO OF IT.
capital stock shall have been subscribed.
and when S62JOoO OF its capital stock
shall have been paid for.
ARTICLE V-The capital stock of this
Corporation may be increased 10 the sum
uf iif'y thousand tNJO,Ow.Oo) dollars, by
tNo-third> vote of all the stock present or
represented ut 4 special meeting called
for that purpose. or At a regular annual
meeting of the Corporation.
ARTICLE Vial certificates Of stock
i~,u"d 10y the Company shall be signed by
the President and counter>igncd by the
Wee President: or. if authorized by reSO-
luton Of the Board of Directors, shall be
signed 10y the President or Vice President
gud c0untrrsigucd by the Secretary Treas
urrr The stock of this Corporation can
be- transferred only on the books of The
Corporation aud subject To such r"Eula-
lions and furmaliticS as may be by the
Board Of Directors from time to time pre-
>rribri. No stakeholder shall he per
mittrd - sell or otherwise dispose of his
stock without first offering the same IN
writing 10 the other stockholders. through
the I,oard OF Directors, at price not eN-
rr"diuE In" book value thereof at the time
of the last inventory. and the stockholders
shall have an option and first right TO
prr.uI~, all IN" shares of stock To be
fu.i~ disposed OF by sale or by the death
res -.uatipU or otherwise. of any OF the
stockholders Of the corporation. and shall
haN" q period Of ten days ia which 10 ac-
t.,,pt or decline such offer of stock. SnOui
ihr Board of Directors or the stockholders
decline To purchase said stock. then
>fot kbOIlpF or stockholders who made the
offer to sell or otherwise dispose Of Ia,
stock. may sell or otherwise dispose -.
IL in any manner and at any prlrr III"
he or they may see fit But each share
of stock j. issued under the condition am
understanding that no stOckhOldrT ~ha'
make Il sale or transfer of his stock II
violation OF this provision, and such sale
or transfer. ii made, shall be void, an.
this Company shall be under no ohliga-
ton To list said htoCk on lis books or TO
regard IN" holder of the certificate there
Of.
ARTICLE VII-Thc corporate powers
OF this corporation shall toe vested in and
exercised 10y Il Board of Directors com
posed of not less than three ana not more
than five stockholders, two of whom shall
constitute Il quorum. If there are three
Directors; and three of whom shall con
Stitute 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
OF the 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
pauy. 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
a. President. Richard IL. Miller a. Vice
President. and y. Il. Shelby as Secretary
Treasurer, and they shall serve uItii the
second Wednesday in June. 1921. or until
their successors are elected and qualified.
The Directors of this Corporation shall
he 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,
at his last known address. The Board of
Directors may change the date of such
the manner above provided. Notice may
be waived, provided the stockholders con-
sent. in writing. or by telegram. to waive
notice. Each stakeholder shall, al 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 he held
under such rules and regulations as may
| from time to time be determined by the
/ 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 he filled by
! the directors for the uneXpired term, and
| in the event that the remaining directors
| cannot agree upon the person to be APP
pointed to fill the vacancy, then a stock
! holders meeting shall he duly called TO
elect new director. The Board of Di-
! rectOrS may be increased from three ia
| 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 twO-third of all the stock present
ut any meeting, general or special held
for that purpose; and such amendment
may be material or immaterial. subject
| only to limitations AS may be by law pro
yided and this corporation shall have th(
| IOwcr to increase or decrease its capital
| stock rs hereinbefOre set out. and any in
crease in the capital stock in excess OF
the amount named herein as the amount
to which it may be made by three
fOurths vote of all outstanding stock.
ARTICLE IX-Notice of any and al
meetings referred to in this charter Of
required by law, shall be given in tn,
manner provided in giving notice in cas-,
Of elections. unless the same shall hav,
been waived. In case of the dissolution
liquidation or termination of this charter
by limitation or otherwise. the affairs o.
this corporation shall be liQuidated by
one or more liquidatOrs elected by tn,
stockholders. who may provide the mum
Der of said liquidatOrs and vest them Will
such power and authority as may by law
be permitted. and fix the terms and con
ditions uuOn which they shall serve an,
their compensation. and provide that il
case of disability Of any of said liquida
tors, the remaining liquidatOrs may fiji
the vacancy or continue to act on behal
of the corporation.
ARTICLE Mo stakeholder of thi
corporation shall be liable or responsible,
for any costs. contracts, debts or fault
Of this company, or any of its officers
nor shall any mere infOrmaity in organ
iZatiOn have the effect of rendering thil
charter null and void, or of exposing
unpaid balance due on the stock held b,
him.s
ARTICLE XI.-The subscribers heret,
have written opposite their names tn
number of shares subscribed to by eacl
of them and their pOStOffice addresses :,
. that this charter may serve as the sub
scription list of the corporation; all o
, which subscriptions are payable in tn
manner and form set out herein.
} Thus done and passed in my office il
; the City of New Orleans Louisiana. on tn
day. month and year herein first abov
written. in the presence of Ralph ]
, SchwarZ and Paul +. Chasez, competen
witnesses who have hereunto signed thei
, names, together with the said appearer
and me, Notary, after due reading of tn
whole.
, Witnesses: Ralph J. Schwarz, Paul L
ChaseZ. "
HERMAN i. BARNETT.
Notary Public.
: ], the undersigned Recorder of Mort
D cages, in and for the Parish of Orlean :
5 state of Louisiana, do hereby certify this
; the above and foregoing charter of She'll,
l supply Company. Inc. was this dsv dniy
D recorded in my office in Book 1oI6 Foii!
81. '' HOil'
2 In witness whereof. I have signed tbes.