The herald. [volume] (New Orleans, La.) 1905-1953, 1920-02-26
CHARTER.

for cash It's eQulNdltuI VI mag ~ -
sued nj not less than par in payment
for property actually purchased or Ior
services actually rendered the corpUratioin,,
or the same may be issued 1ui pau
for money advanced or Tor such ol.e.
valuable consideration or services as nhe
Board of Directors may determine. Inc
corporation shall begin TO do Duslness
when fifty per cent OF the cspltaI stoeA
has been subscribed for ana frty per
cont of this subscribed capital PAID, ana
the remainder of the capital stock shaib
be issued at such times ana upon sucI
terms aud conditions as the BOARD Oh
Directors shall determine, subject 10 ie
cal requirements. All stock shaii De
mil maid and non assessabIe and no
transfer of stock shall be binding upon
the Company unless recorded on tne
Company's books. Each share OF STOCK
shall entitle the owner thereof 10 cast
one vote, either in person or by proxy,
at all stockholders meetings. Inc par
ties hereto declare that they have SUD
scribed for the number of shares Oh the
capital stock of this corporation SET OPP
nosite their respective names, so that thls
Act of Incorporation shall serve as an
original subscription.
Article 5.-The business and affairs
of this corporation shall be managed ana
conducted by a Board of seven directors,
who shall all be stockholders. maJorts
of the directors of this corporation pre-
sent M any meeting in person or by
nroXy shall constitute a quorum, ana
ma iority vote of those present IN person
or by proxy shall decide all questions
voted upon. Said directors SHAH De eie Si
cd annually from among the stocknoid-
erS on the second Monday OF January
of each year. unless the same SHAH De
legal holiday. when the election shaIi pe
held on the next legal day thereafter
beginning on the second Monday IN Jan
nary. 1921 and after fifteen days prior
written notice having been mailed to each
stakeholder of record to his last known
address The voting shall be by Dailot
and each stakeholder shall be entitled 10
cast one vote for each share held by him,
which has been standing in his name upon
the books of the corporation for at least
ten days prior to the date OF the eiec.
ton. 4 majority of the stock voted at
after the election of said Board OF D'
rectors and the adjournment OF the
stockholders meeting, the newly eiecleu
Board of Directors shall elect from
among their number the oIlcers SL .ni .
corporation. who shall be president.
yice-president and secretary and treas
urer The offices of secretary ana treas
urer may be held by the same person:
The failure TO elect directors or oillc
ers as herein provided for shall not re-
suit in the dissolution of the corpora,
ton but the then Board of Directors ana
officers shall hold their respective offic-
es until their successors are duly erect
ed and qualifled.
Snptial meetings. OF ADt ShdIthViu'Ao
! may be held when ordered by the Board
| of Directors and must be held upon the
| request of not less than twenty five per
cent of the outstanding stock, after III
! teen days written notice to each stock
holder stating the objects aud purposes
/ of said meeting. Any vacancy occurring
| on any Board of Directors shall be filled
by the remaining members or SAID BOaru
| for the unexpired term, at meeting cali
ed for that purpose after ten Gays priol
| hiracf0r directors
| so elected to hold Office until the neXl
/ annual stockholders meeting. hut sheuid
! II be impossible for any cause LOT any
| vacancy or vacancies in the Board OF ID
! rectors to be filled by the directors, sucI
vacancy or vacancies may be filled by
| the stockholders at any meeting called
! for that purpose by the president. Any
and all directors meetings the notices
for which are not herein specificaiiy pro
vided for. may he called by any officer
| of this corporation upon ten days notice
| by mail Any director shall have the
| right to authorize and appoint any share
holder to vote for him at any and al
directors meetings, and such proxy shai
have and exercise all of the powers OF
such director appointing him.
Whenever it is provided in this Act that
either directors or stockholders meet
| ings may be held after certain prescrib'
| ed notices to the directors or stockholders
! IL Is understood and agreed that any and
| all directors or stockholders meeting:
may be held without notice whenever
| lawful, provided all directors or STOCK
| holders, as the case may be. waive notice
! in writing or are present in person OF
! by proxy at such meeting or meetings
| The Board Of Directors shall have full
| control of the property of this corpora
] ton and shall conduct, MANAGE and ust
| the same as in their discretion they deem
best and that is consistent with the oD'
| iects of the Company and its welfare
\ and they shall have power to make. altel
4 and annul such bylaws, rules and regu
lations as they may think proper me.
| shall have the further right and powel
to fix their salaries and terms OF OFFICE
boards pleasure. and the Board shai
have the further right to determine and IL
the salaries. IL any, of the several Off
GERS herein provided for.
ARTICLE 6.-The first Board Of Di
rectors and officers who shall serve unit
the annual meeting to be held on tn
second Monday in January, l92l, or un
Ill their SUCCESSORS are duly elected AM
qualified, shall be: Thomas \. Gate:
Ii3I c1hn street Who sn as,o oe e-r rr"s,
William II. Bartels, 5504 Camp Street
Who shall be Secretary Treasurer; ia
cob Nienabef, S426 Plum Street: Jane
T. Boulet. 2T21 Canal Street: Frank +
Finney, S0iS Cohn Street; +. j. Hum
brecht, 1927 Leonidas Street.
ARTICLE This Charter may be al
! tered or amended and this corporation
may be dissolved by a vote of two-third
| of all outstanding stock at meeting o
the holders duly convened for tina
purpose by the Board of Directors o
by the President, upon the written re
. quest of not less than twenty-five pc
! cent Of the outstanding stock after fif
teen days notice mailed to each stock
holders last known address.
Dat 49,. mn n;fat ckacl af fhis In
shah not be decreased by such amend
ment to an amount less than the cor
porate Indebtedness, and no amendmen
shall be made changing the objects ant
purposes of this corporation without
, vote of all outstanding stock, and tn
|. capital stock shall not be increased be
yond the amount originally named as tn
sum to which the capital may be increas
ed, except by a vote of three ourths o
. all outstanding stock.
Whenever In the judgment of tn
Board of Directors, IL shall be deeme,
advisable that this corporation shall b
dissolved, the Board shall within tel
days after the adoption of resolution
to that effect by a majority Of the Who'll
Board at any meeting called for tina
purpose. of which meeting each directo
shall have received at least three day
notice, cause notice of the adoption o
such> resolution to be mailed to eacl
the meeting of the stockholders to D.
held at the office of the corporation (,
act upon the resolution SO adopted b!
u the Board. The stockholders meetin,
shall be held at any hour fixed by tn
Board on the day mentioned, between
the hours of ten A. n. and three p. NJ.
for the purpose Of voting upon such pro
Ill -