The herald. [volume] (New Orleans, La.) 1905-1953, 1920-01-29
CHARTER.

stock of the par value OF one hunored
(s1O000l dollars each. Said stock shall
services actually rendered to the corpora
ton, or other equivalent OF cash as pro-
yided by law, and in such manner ana AT
such times and in such installments as
may be prescribed by the Board OF ID
rectorS.
This corporation shall become a going
concern and shall be authorized to com
mence business as soon as nifty per cent
of its capital stock shall have been sub
! scribed and fifty per cent OF all STOCK
subscribed for shall in fact have been
paid for either in cash or its equivalent.
ARTICLE V.-The capital stock of this
! corporation may be increased to the sum
of two hundred thousand ($2Oe, 0OO.OO) dol
! lars by vote of two-thirds of all the stock
present or represented at special meet
ing called for that purpose or at a regu-
| lar annual meeting of the corporation.
! ARTICLE VI.-All certificates of stock
issued by this corporation shall be signed
and cOuntersigned by any two or the
president, yice-president and secretary
| treasurer.
The stock of this corporate can be
| transferred only on the books of the cor
| poration and subject to such regulations
| and fOrmalities as may be by the Board
| of Directors from time to time prescribed.
| 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 a price not exceeding the
book value thereof; and said stockholders,
! in proportion to their holdings, shall have
an option and first right to purchase, at
| the book value of such stock on December
/ 3lSt, last preceding, all the shares OF stock
to be thus disposed of by sale or other
wise of any of the stockholders, and shall
have a period of ten days in which to
accept or decline said offer. Should the
stakeholder decline to purchase said stock
then such stakeholder is at liberty to sell
lnr rs nf hn
any manner and at any price he may deem
| lit.
Each share of stock is issued herein
upon the condition and understanding that
no stakeholder shall sell or otherwise
transfer his stock in violation hereof, and
any such sale or transfer if made shall be
void, and this corporation shall be under
no obligation to list said stock on its
books or to regard the holder of the GER
tiicate thereof.
of this corporation shall be vested in and
exercised by Board of not less than
three nor more than five Directors, at the
option of the stockholders, two to con-
stitute Il quorum for the transaction OF
business should there be three directors,
and three tc constitute a quorum for the
transaction of business in the event that
be more than three directors. The d.
| rectors of the corporation may vote in
person or by written or Geographic 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 corporation by appropriate
| resolution to that effect.
The first Board of Directors of this cor
poration shall be composed of the follow
I ing:
| Charles A. Kaufman, President; Arthur
J. Kaufman, Vice-President; Harold b.
Kaufman, Secretary Treasurer; Sylvan
| Neuberger; Ben Beekman, with the follow
| ing as officers: Charles A. Kaufman, Presi-
dent; Arthur J. kaufman, Vice President; ;
Harold Il. Kaufman, Secretary Treasurer,
and they shall serve until the second
Wednesday in January, 1921, or until their
successors are elected and qualified.
The Directors shall be elected annually
at meeting held on the second Wednes-
day of January in each year after such
date. Notice of said meeting shall be given
| fifteen days prior to the date of said meet
ing, In writing; sent by mail to each
stakeholder at his last known place of
residence. The Board of Directors may
| change the date of said annual meeting
| TO any other date, by written notice to
| that effect, sent at least fifteen DAYS prior
] to the date to which said annual meeting
shall be changed, directed by mail to each
stockholder at his last known place of
| residence.
Each stakeholder shall, at such annual
meeting or other meeting general or spe-
| cial. be entitled in person or by written
or Geographic proxy to one vote for each
share of stock owned by him. The cleo
| tion shall be held under such rules and
regulations as may be from time to time
determined by the Board of Directors.
The Directors when elected shall hold
office for one year or until their successors
shall have been elected and qualified and
failure to hold the annual meeting of
stockholders or to elect annually Directors
shall not operate the forfeiture Of this
charter or any rights Hereunder
ANY vacancy occurring in the Board of
for the unexpired term.
ARTICLE VIII.-This charter and act of
incorporation may be changed, modified
altered or amended by and with the con-
sent Of three-fourths of all the stock pres
cnt or represented at a meeting general
or special held for that purpose; and such
amendments may be material or imma-
terial, subject only to limitation as may
be by law provided; and this corporation
shall have the right and power to increase
Its capital stock hereinbefore set out
and any increase Of the capital stock in
excess OF the amount named herein as
the amount to which the capital stock
may be increased may be made by a three
fourths vote of all outstanding stock
ARTICLE X.-Notice of any and all
meetings referred to in this charter OF
required by law shall be given in the
manner provided for, giving notices
in the case of election Of directors or by
publication of such notice for fifteen DAYS
| previous to such meeting in any daily
newspaper III the City or New Orleans,
unless the notice of such meeting shall
have been waived, the stockholders and
directors having the right by this charter
to waive notices at any time and for any
/ meeting.
| ARTICLE Kin case of the dissolu-
| ton, liquidation or termination of this
charter, by limitation or otherwise the
| affairs Of the corporation shall be liqui-
! dated by one or more liquidators elected
| by two-thirds vote of the stockholders
who may provide the number of said
liquidators and vest them with such power
and authority as may be by law permitted,
| hxing the terms and conditions upon
which they shall serve and their com
death or disability Of anyone of said
liquidators, the remaining liquidators may
NIL the vacancy or continue to act on be-
| half of the corporation.
ARTICLE XI.-No stakeholder of this
| corporation shall be liable or responsible
| for any costs, contracts, debts or faults
| OF this company or any Of its officers, nor
| shall any mere informality in organization
have the effect Of rendering this charter
null and void or Of exposing a stock
holder to any liability beyond the unpaid
| balance due on the stock held by him.
| ARTICLE XII.-The subscribers hereto
have written opposite their names the
| number of shares subscribed to by each
one Of them. and their post Office addresses,
so that this charter may serve as a sub
| scription list; all Of which subscriptions
are payable In the manner and form set
| out herein, and as provided for in Act
| 287 of the General Assembly of the State
| Of Louisiana Of 1914.
| Thus done and passed at my ONCE in
the City Of New Orleans La, on the day.