The herald., 1920-01-08
CHARTER.

OrIeana, La. At said election, and at al
other meetings of the stockholders, the
voting shall be by ballot, and each stock
holder shall be entitled to one vote fol
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
quorum at any and all meetings fol
except as otherwise provided by law. The
majority of stock voting shall decide al
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 OF
either Of them reduced to less than 8
quorum.
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 Officers shall remain as 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
Vice Ppresident, and shall also elect a
Secretary Treasurer. The Secretary Treas
urer need not be q 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
power of delegating all or any of its pow
ers in the transaction of the business OF
this corporation to a committee or 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 the stock
holders, who may. at any general meeting
convened Tor that purpose, on notice as
above provided for the holding of the an
nnal meeting of stockholders, declare such
uirectorshlp or office vacant, and select
a successor or successors to such director
or oftcer, and it shall be the duty of the
Secretary and the President to cali n meet
ing Tor that purpose at the request in
writing OF ten per cent of the capital
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-
ctal 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 1855 Tchoupitoulas
nrln nd II
Purves, whose post office address is 1855
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 VIII
liam III. Purves, shall be Secretary Treas
urer.
ARTICLE yI.-This act Of incorporation
may be modified, added to or changed, or
said corporation may be dissolved In the
manner provided by the law of the State
of Louisiana, at the time such action is
taken, at a meeting Of the stockholders
convened for such purposes and called In
the same manner as is provided herein
above for he calling of the meeting fOi
the annual election of the Board of Di-
rectors, and whenever this corporation is
dissolved, either by limitation or by vote
of it's stockholders, its affairs shall be
liquidated by three hquidating commits
sioners to be elected at the general meet
ing of the stockholders called for the
purpose of voting on the question of liqui-
dalton and in case of the death or resig-
nation of any of said commissioners, the
surviving or remaining commissioner or
commissioners, shall, within fifteen days
after such death or resignation, or as soon
thereafter as is possible, cause to be held,
general meeting of the stockholders at
which successor or successors to such
commissioner or commissioners who may
have died or resigned shall be elected and
in the event of the death Of all three COM
missioners general meeting of the stock
holders may be called by any of the stock
holders in the manner provided for the
calling Of the meeting for the annual cleo
ton OF the directors for the purpose of
electing three other commissioners. In
the event that more than one stockholder
attempt to call the general meeting of
stockholders just hereinabove provided for.
then the said meeting shall be held in
accordance with the first notice thereof
that may be issued.
All meetings of the stockholders and of
the directors shall be held in New Or
leans, La, at the Office of the company.
or III IL have no Office, at some other
readily accessible place of business; pro-
vided' however. that with the written con.
sent OF all of the directors valid meet
ings Of the directors may be held onts;do
tpe otate OF Louisiana, or within the State
elsewhere than its domicile and office
any ana all notices by this charter or
py law 10 be given to stockholders or IN
dIfectors may be waived by the unanimous
consent of the stockholders or ~ tha a;
rectors, respectively, except as otberwise
lana. 31 S'a.e Oh LOUIS
ARTICLE yII.-No stakeholder shall
ever be held liable or responsible for con-
tract or faults Of this corporation in any
further sum than the unpaid balance due
the company on the shares of stock sub
scrioed for by him, nor shall any mere
lniormality IN the organization Of this
corporation have the effect of rendering
this charter null, or of exposing any
stockhoider to any liability beyond such
unpaid balance due on said stock.
In order that this charter NAV also
serve as the original subscription list re-
qulred Dy law, the subscribers to this act
VI .neorporation have also written op.
posite their respective names, their respec
i've addresses and the amount of CAPITAL
STOCK OF this corporation subscribed for
by each of them, 'or
Thus done and passed I'm nv office IN
tue city OF New Orleans, on the dav and
IN the month and year first above writ.
LII seI; IN the presence of George Deuegre
ana Jeanne Hatrei, competent Witnessed
who hereunto sign their names with an
sald appearers and me, Notary. after Sne
reading Of the whole. oue
toriginal Signed)
Z. L. POWELL, 9S Shares
w. SCOTT BRYAN, I Share
W. ID. PURvES, i Share.
Witnesses:
Geo. Denegre,
j. Hatrel
FELIX J. PUG,
Notary Public.
], the undersigned, Recorder Of Mort
cages, in and for the Parish NJ OrleauS