The herald., 1920-07-01
CHARTERS.

] Ice established on the basis OF the last
/ annual or Semi-dnnual statement or
| report Of the corporation and the last
monthly trial balance preceding the
/ date of such notice, and the valne
! thus found and established shall con-
! Stitute the value and price of said
/ stock. If within twenty-four hours
after such notice, the owner. his
! agent or representatives, does not join
| with the Board in establishing the
| price or value of the stock, the Board
| may proceed without further delay TO
! fix the said value. using the report
! and trial balance aforesaid for that
| purpose, which writings are declared
| to be conclusive evidence for ami
against all parties in interest in the
| premises, whether the value is estab-
/ liShed by the joint act of the owner,
/ his agent, widow. heirs or representa-
! tive or by the Board of Directors act
! ing in default of the cooperation of
! said person or persons. Upon the re-
! ceipt of the offer or acceptance of any
| shareholder to purchase said stock and
| upon obtaining guarantee satisfactory
to said Board for the price thereof.
! the Board of Directors shall thereupOn
! his agent or representative, and be-
| fore the expiration of the period of
| eighty days aforesaid, shall call in the
certificate or certificates representing
such stock and pay the price or value
| thereof and cause the same to be
! transferred on the books of the cor
| poration.
| -C2) The preference. option and right
/ Oh purchase heretofore vested DN para
| graph l in the other shareholders shall
| exist in full force and effect in their
favor to acquire the shares of stock
| of a deceased stakeholder, and the for
| malities and course of procedure the
| terms. conditions. stipulations and de-
lays hereinabOve established in said
to the procedure to be followed in case
of death. Immediately upon receipt
| OF information of the death OF any
| shareholder. il shall be the duty of
| Board Directors ha
necessary steps to be taken to carry
out and enforce these provisions.
go The preference. option ana right
| of purchase hereinabove established
| shall run in favor Of each shareholder
of record for his virile share in pro-
portion TO his existing holdings in the
stock, but should any shareholder fail
to exercise his right in this regard.
his rights shall pass to and be absorb
ed by the other shareholders, provided
that the owner. his widow, heirs or
| legal representatives, as the case may
be, shall not be obliged to deliver said
same shall include and cover the en-
tirety of the offering under paragraph
!, or all OF the holdings under para
graph >.
(D All certificates of stock shall
bear. brief reference to the rights
herein established in the favor of the
stakeholder.
| ARTICLE V.-AIl the corporate pow
ers Of this corporation and the man
aEemTent and control of its affairs,
Board of Directors composed of three
stockholders. a majority of which
sna cHnSti tn e quorum for the
tors shall be elected annually by the
stockholders, at a meeting to be held
on the first Monday after the first
January. said meeting to be preceded
by three days written notice to the
stockholders. Each stakeholder shall
be entitled. in person or by proxy, TO
vote for every share owned by him
and all elections shall be held under
such rules and regulations as may be
The Directors when elected, shall con-
tinue in office for one year, and until
their successors have been duly elect
ed and have qualified. No failure to
elect shall operate the forfeiture OF
this charter. Any vacancy occurring
on this Board shall be filled by the re-
term. The Board of Directors shall
at its first meeting after its election
select out OF its number. President,
and one or more vice-Presidents, and
who need not, however, be a member OF
the Board. The President shall have
clerks and other employees of said
corporation at pleasure, and as the in
terest and business of the same may
demand. He may exercise this author
lty by proxy. Any Director being sick
or absent, or about to absent himself
shall have the right to appoint, by
written instrument. another Director
in his stead. at any and all meetings
or the said Board of Directors, during
such absence; The first Boari Of Di-
composed of the following narnri per-
sons. who shall serve until the cleo.
ton to be held in 1921, namely: Abra-
york; William H. Cowley. New Or
leans. Louisiana. and T. j. Brandner
New Orleans. Louisiana.
ARTICLE VI.-The funds of this cor
poration shall be deposited from time
to time, in a bank or banks to be Sc
lected by the Board of Directors All
checks. notes or other instruments
poration's name and behalf shall be
signed by the President and the Vice.
PRESIDENT, or the Secretary-Treasurer
No officer shall thus sign or endorse
the name or the corporation save
strictly in its concern.
ARTICLE Vino stakeholder shall
be held liable or responsible for con-
tracts, faults or debts of the corpora
ton. nor shall any mere informally
in its organization have the effect OF
rendering this charter null, or of ex-
posing any stakeholder to liability be-
yond the unpaid balance due on the
shares owned by him.
ARTICLE VIIL-This act of incor-
poration may be changed, modified OIL
altered, or this corporation may be
dissolved. with the assent of the stock
holders owning three-fo urths of all the
stock of this corporation, at a general
meeting convened for that purpose
and after at least three days written
notice OF this meeting shall have been
gwen through mail, addressed to each
Stockholder at his last known place
OF residence. In case of dissolution ny
the expiration of this charter, or 9TH
erwise. the stockholders shall elect a
lquidator from among their own num-
Der, who shall have full authority to
settie and wind up the business and
conditions OF, and the compensation
Tor such services shall be fixed at the
time of election. In case of the death
or disability of said commissioner or
llquldator before the liquidation of the
aHairs OF the corporation, the success
sor to NIL the vacancy may be ap-
pointed by the stockholders.
ARTICLE IX.-Any and all notices
and delays provided for by this char
ter may be waived by the unanimous
consent OF the stockholders unless pro-
hibited by law.
| ARTICLE X.-The names and post
! o1nce addresses of the subscribers to
! the capital stock of this corporation
and the number of shares subscribed
| by eaen or them. are as follows: Abra-
| nam Frankel, New York, N Y 1893
shares; William H. Cowley. New Or
New Orleans, La, 1 share. The above
named Abraham Frankel, in consider
ation OF the shares of stock subscribed
70 py MIN. hereby agrees to sell, trans
ier' assign and deliver to the French