The herald. [volume] (New Orleans, La.) 1905-1953, 1920-11-25
CHARTER.

is fixed at the sum Of $50 10000. divided
into and represented by 800 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 eX-
coed three. Should the number of direc-
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 r stock
is fixed at the sum of $4,000 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 ex-
coed three. Should the number OF d.
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 70 elect
greater number Of directors than as
hereinabOve provided.
Section 3.-Should only three directors
be elected. the third director must be
elected by majority vote Of Class \ ard
| Class Il stock voting together. Should
| five directors be elected. the fifth direc-
| tor shall be chosen in the same manner,
| by majority of Class 4 and Class Il
stock voting together. The stockholders
! Of Class 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 Glass Il shall have
| the right at any time to fiji any vacancy
| or vacancies of any of the directors elected
| by them. Should the dictatorship elected
| by the majority vote of Glass and Class
| Il stock voting together, become vacant,
! the vacancy may be filled by a majority
! of Class \ and Class Il stock, voting to-
| gether.
| Section 4-This corporation shall be-
come a going concern, and be authorized
! to commence or to continue its business
| as soon as S50.OO0.OO of its capital stock
shall have been paid for, either in cash,
or its equivalent, as provided by law, and
all of the said s1OO.OOOOO Of its capital
! stock has, in fact. been subscribed and
paid for at the time of the passing of this
act. in the manner and form provided by
! law.
ARTICLE vI.-All certificates OF stock
issued by this company shall be signed
| by the President and countersigned by an
other officer of the company or by a d.
| rector. The stock of this corporation can
be transferred only on the books Of the
corporation and subject to such rules and
regulations as may be by the Board of
| No stakeholder shall be permitted to sell
| or otherwise dispose of his stock without
| first Offering the same, in writing, TO the
other stockholders, through the Board Of
Directors, at price not exceeding the
book value thereof at the close of the
| last fiscal year, and the said stockholders
| shall have the first right and option to
purchase all Of said shares of stock to
| be thus disposed Of, and shall have
period of thirty days in which to accept
or to decline said offer. Should the stock
\ the Board Of Directors shall have and is
| hereby vested with the right and power
to acquire said shares of stock on be-
half of the corporation, and thereafter to
40 In re a 10
| erection 1t may determine. Should the
stockholders and the directors fail within
thirty days after such offer Of sale shall
have been made to purchase said stock
| then the stakeholder offering to SELL the
| same may dispose thereof in any manner
and at any price he may see fit, but each
share OF stock is issued and held upon
| the condition and understanding that no
| stakeholder shall make a sale or transfer
| OF his stock in violation hereof, and such
sale or transfer, If made, shall be void
CATION to list the stock thus transferred
on Its books or to regard the holder of
the certificate thereof.
ARTICLE vII.-The corporate powers of
this corporation shall be vested in and ex-
ercised by Board of Directors. composed
of three stockholders, two of whom shall
constitute quorum for the transaction of
business, but said Board of Directors NAV
be increased to five at any time by a ma
Jority vote of Class A and Glass b stock
at any meeting. annual or special and
amendment
to this charter. Should there be four d.
rectors, three shall conrtitute a quorum.
should there be four or more directors
hree shall constitute quorum. The stock
nophers may vote in person or by written or
Geographic proxy, given to any other direc-
tor or stakeholder. The directors may dele
gate any OF their powers to any officer or
officers or other representative of the com |
pany by appropriate resolution to that |
effect. The first Board of Directors shall |
be composed of Karl Neumond. Ludwig |
Ethemann and Ralph j. Schwarz who
shall serve until the second Wednesday in |
January, 1922, or until their successors are |
elected and qualified. Thereafter the di- |
rectors shall be elected annually by the |
stockhoiders at meeting held on the Sec |
ond Wednesday in January in each year |
after date hereof. Notice Of said meetings |
shall shall be given fifteen days prior to the |
each of the stockholders at his last known
place Of residence. The Board of Direc- |
tors may change the date Of the annual |
meetings hT wn;,s. to any other date in January,
effect, sent at least fifteen days before the
GATE to which said annual meeting has
oeen changed. directed to each stakeholder
stockholder shall at the annual or other
meetings be entitled, in person, or by writ
ten or telegraphic proxy, to one vote for
tons shall be held under such rules and
regulations as may from time to time be |
prescribed by the Board Of Directors. The
ar 1ireerors when elected. shall hold Office
Tor one year. or until their successors shall
nave been elected and qualified. Failure
70 mold the annual meeting Of stockholders
or annually to elect directors shall not OPP
crate the forfeiture Of this charter or any
rights hereunder. The first officers of this
corporation who shall hold Office until
the second Wednesday in January. 1922 or
9ntH their successors are elected and quail
ned, shall be Ludwig Eisemann, Presi-
dent: Karl Neumond, Vice President snd
Ralph j. Schwarz, Secretary. The Board
OF Directors, by resolution, may create the
once OF treasurer, as a separate Office or
may merge that Office with the Office Of
secretary. and may revoke such action
ARTIvLE IX.-Notice OF any and all
meetings referred to in this charter. or
required by law, shall be given in the
manner provided for giving notices in case
OF election, unless otherwise made neces-
sary under the law. Any stockholder or
director snail be entitled to waive notice
In case Of dissolution. liquidation or
termination Of this corporation nom what J.