The herald., 1920-11-04


isiana. Parish OF ORLEANS. city Of New or
leans. BE it known. That on this ninth
DAY Of the month OF October. in the year
of our Lord. one thousand. nine hundred
and twenty. and Of the Independence OF
the United States OF America, the one hun
drsd and forty fifth. before me. William
J. GuSte, "A notary public. duly commls-
stoned and qualified, in and for this city
and the Parish of Orleans therein reSid-
ing. and in the presence Of the witnesses
hereinafter named and undersigned per
sonally came and appeared Ralph j.
Schwarz. Secretary OF X. & +. N"umond.
Inc. corporation duly organized and
created under the laws of the State OF
Louisiana, by act passed before Philip
day Of September. 1915. and duly recorded
in Mortgage Office, in and NOr the Parish
Of Orleans. State of Louisiana. in Book
1887. folio $40.
Who declared. that at a special meeting
of the stockholders of X. x T.. NeumOnd,
Inc held on the 2lSt day Of September,
1920. at which meeting all OF the capital
stock of the said corporation was repre-
scented by the holders and owners there
Of in person or by proxy, il was unani-
mously resolved that Article ", vi, VII
and IN of the charter of the corporation
be amended so as to read as follows
ARTICLE IN.-The capital stock OF this
corporation is hereby fixed at the sum of
500 10000 and shall be divided into and
represented by 1000 shares of the par
value of $4,000 each. Said stock shall be
issued in two classes. the first 10 be known
and designated as Glass and the second
to be known and designated as Class l.
stock.
Section THE amount Of Glass stock
is fixed at the sum Of S5OOOO.OO, divided
! into and represented by 500 shares of the
par value of $4,000 each Said stock shall
have the right and privilege of eleCting
one and only one director, provided the
number OF directors elected shall not eN-
coed three should the number OF dircc-
tors elected exceed three. said stock shall
have the right and privilege OF electing
two, but not more than two OF said di-
rectOrs. and no distribution or division
of said stock shall create in the holders
! thereof in any manner, the right TO elect
| a greater number of directors than as here
| inabove provided.
Section 2-The amount Of Class stock
! is fixed at the sum OF 1000 90. divided
| into and represented by 500 shares of the
par value of $4,000 each. Said stock shall
have the right and privilege of electing
one and only one director provided the
number of directors elected shall not eN-
| coed three. Should the number OF di-
/ reCtors elected exceed three. said stock
! shall have the right and privilege OF elect
| ing two. but not more than two OF said
directors. and no distribution or division
/ OF said stock shall! create IN the holders
| thereof. in any manner, the right to elect
greater number Of directors than as
/ hereinaboye provided.
Section 3-Should only three directors
| be elected. the third director must BE-
elected by majority vote of Class A and
| Class Il stock voting together should
! five directors be elected, the hfth dlrec-
| tor shall be chosen in the same manner,
by majority of Glass 4 and Class Il
| stock. voting together. The stockholders
| of Glass A shall have the right at any
| time to fill any vacancy or vacancies OF
any of the directors elected by them, and
| the stockholders of Class shall have
| the right at any time to nil any vacancy
! or vacancies of any Of the directors elected
by them. Should the dictatorship elected
/ n, . a nain \
| Il stock. voting together, become vacant,
the vacancy may be filled by majority
of Class 4 and Class Il stock, voting TO-
gether.
Section 4-This corporation snail be-
come a going concern, and be authorized
| TO commence or to continue its business
as soon as Sj0.O00O0 of its capital stock
shall have been paid for, either in cash
or it's equivalent, as provided by law, and
all of the said SlOOOOO.OO OF its capital
stock has in fact, been subscribed and
paid for at the time OF the passing OF TINS
act. in the manner and form provided b!
law.
ARTICLE VI-An certificates Of stool
issued by this company shall be signed
by the President and countersigned by an
other officer of the company or by oil
: rector The stock OF this corporation cal
be transferred only on the books OF tn
, corporation and subject to such rules AM
, regulations as may be by the Board o
Directors from time to time prescribed
! No EtOc knOl0er snail DE ptTIHlll'u " 81
, or otherwise dispose of his stock withou
first Offering the same. in writing, to tn
: other stockholders. through the Board o
. Directors at a price not exceeding IN
, hook value thereon at the close of IN
; last fiscal year, and the said stakeholder
, shall have the first right and option {
: purchase all of said shares OF stock I
be thus disposed OF. and shall have
period of thirty days in which to accep
or to decline said offer. Should the stock
I holders decline to purchase the said Stoch
! the Board of Directors shall have and
: hereby vested with the right and powe
! to acquire said shares of stock on be
half of the corporation, and thereafter I
reissue or sell the same, as in its dis
r erection it may determine. Should III
y stoc holdprS and the directors IAN wlthl
; thirty DAYS after such offer Of sale sha
> have been made to purchase said stool
I then the stakeholder Offering to SELL IN
: same may dispose thereof In any name
5 and at any price he may see mt. but eac
= share of stock Is issued and held upo
o the condition and understanding that n
K stakeholder shall make sale or tranSft
4; of his stock in violation hereof. and sue
= sale or transfer If made, shall be vol'
/, and this company shall be under no obi
d CATION to list the stock thus transferre
y on its books or to regard the holder
the certificate thereof
5 ARTICLE vII.-The corporate powers
Q this corporation shall be vested In and ~
:. ercised by a Board of Directors, compose
4 of three stockholders, two of whom sha
II constitute a quorum for the transaction
Y business. but said Board of Directors ms
a be increased to five at any time by a m
2 jority vote of Class A and Class b sto3
l. at any meetiag.. annual or speciats41
"a | rectork thf ||Ik IA