The herald. [volume] (New Orleans, La.) 1905-1953, 1920-11-04
CHARTER.

fcrrcd without first offering the same IA
the stockholders of record. who shall have
the first right to purchase same at the
price demanded by the owners. or at the
price of any bona fide offer thereof, but
should the parties be unable to agree upon
the price, then the said stockholders shall
have the absolute first right to buy the
same for cash at the book value thereof
as shown by or established on the semi
annual or annual statement of the corpora
lion last preceding such offer, and this
valuation shall be conclusive evidence for
this purpose. No sale shall be valid
against other stockholders until an offer
TO sell has been made in writing to the
Board Of Directors for the use and benefit
of the other stockholders. which shall i'm
mediately notify the latter thereof. and
they shall have fifteen days from such
notice TO accept the same or to make n
counter offer as hereinabove prescribed.
and thirty days after acceptance to pay
for the same. Stockholders shall have the
right to buy such shares in proportion to
their holdings and any proportion not thus
taken may be taken by any of the others.
There shall be printed in the body Of each
certificate of stock, This stock is accept
ed, held and can be transferred only upon
conditions named in Article VI of the
charter of this corporation" No trans
fer of stock of this corporation shall be
binding upon the corporation unless, and
until the same is transferred on the books
of the corporation.
ARTICLE VII-The corporate powers
of this corporation shall be vested in and
exercised by a Board of Directors com
posed of not less than four and not more
than five stockholders, three of whom shall
constitute quorum for the transaction OF
business. The Directors of this corpora
ton 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 representa-
tive OF the Company by appropriate reso-
lution to that effect. The first Board Of
Directors of this Company shall be com
posed of the following: Abraham +.
Massman, New Orleans, La: Ludwig
Eisemann, New Orleans La; Sol. Mass
man. New Orleans, La; Morris Il. Red
mann. New Orleans, La. with A. f. Mass
man as President, l.. Eisemann as Vice
President, Morris b. Redmann as Secre-
tary Treasurer, and they shall serve I'M
til the second Tuesday in January, 1927,
or until their successors are elected and
qualified. The Directors shall be elected
annually by the stockholders at a meeting
held on the first Tuesday of July in each
provisions of Article Nv of this charter.
a fifth Director of this corporation may
be elected by the unanimous consent of
all the Directors of this corporation, TO
mold office for and during the continuance
of the term of office of the Board Of Di-
rectors which so unanimously elects him
fifth Director of this corporation may
be elected by the stockholders OF this cor
pVIdllOu Dy lne unanimous consent of all
the Class A and stock present or repre-
sented at special meeting called for that
purpose or at the regular annual meeting
OF the corporation. Such annual election
snail be preceded by fifteen days written
notice to each stakeholder, delivered in
person or sent by mail to the address given
In the current city directory, unless the
address of such stakeholder shall have
been registered with the Secretary, and
in default of either, care of General De
llvery, New Orleans. La. The election
snail be held at the office of the corpora-
ton, at such hour as may be fixed by the
incumbent Board of Directors, and under
the supervision of two commissioners an
pointed by the same. This election NAV
also be held by ballot or by viva voce, as
agreed upon by those present. Each stock
holder shall at such annual meeting or
other meeting, general or special be en-
Titled In person or by proxy to one vote
LOT each share of stock owned by him.
hlectlons shall be held under such rules
ana regulations as may from time to time
ne determined by the Board of Directors
The Directors, when elected. shall hold
Office Tor one year, or until their success
sors shall have been elected and qualified
and failure to hold the annual meeting of
stockholders. or to elect annually the Di-
rectors, shall not operate the forfeiture of
ms charter or any rights hereunder. Any
'acancy occurring IN the Board of nj |
'ectors may be filled by the stockholders
n the class from which the former Di- |
'ector was elected for the unexpired term.
ARTICLE vHI.-This charter or act OF |
Incorporation may be changed modified |
Uttered or amended by and with the con-
= OIL two-thirds OF all the stock present |
y any meeting, general or special held /
or that purpose; and such amendment |
nay be material or immateriaI. subject
'nly to limitations as may be by law |
,,roVlded and this corporation shall have
ne power TO increase or decrease its can
tai stock as hereinbefore set out, and any
Increase in capital stock in excess OF the
mount named herein as the amount to
.nich II may be increased may be made
took. "'' outstanding
ARTICLE IX.-Notice OF any and all
meetings referred to in this charter. or
equ1red by law, shall be given in the
tanner y ni provided In giving notices in case
Il elections, unless the same shall have
zen waived. In case Of dissolution, Hqui-
atlon or termination OF this charter. the
mars OF this corporation shall be lioli-
ba ~ TWO hguidators, one elected by
ied by the holders of Glass 'B" stock.
lected at stockholders meeting CON
ened Tor that purpose, or at a regular an
iil meeting of the stockholders. II
ither class of stock fails or refuses TO
iect liquidator. then the other class
nay elect both liquidators. The stock
olders may vest said liquidators with
a uGh a9thority as may be by law permit
Ihich they shall serve and their compen-
alton; In the event of death. disability
resignation Of either of said liquidators,
y. ~. noiaeTs or Class "a" and Class "B"
JOCK shall fill the vacancy depending on
,hether the hquidator was appointed by
lass "A" or Class "B" stock and unon |
allure or refusal so to do, the other lioui-
ator may act with such power and au-
hority as was vested in the other two
This corporation NAV be al |
ny time liquidated by a two-thirds vote
an outstanding, stock In favor of liuui-
atlon. This corporation further NAV be
quldated upon the vote of all OF the
oiders OF either Class "A" or Glass "R"
iock, provided such stockholders shall
I've written notice to the Board of hi
eetors at least thirty days prior to the
ave OF the annual meeting Of stockholders
1at 1t is the desire and intention of ali
oiders OF either Class A or Class b stock
orlng about liquidation Of the affairs
the corporation.
ARTICLE X.-No stakeholder of this
orporatlon shall be liable or responsible
,r any costs, contracts, debts or faults
tnis company, or any of fits Officers
or shall any mere Informs Iitx In orran-I