The herald. [volume] (New Orleans, La.) 1905-1953, 1920-12-30
CHARTER.

Z
Licensees. processes and the like; to isSu
bonds. mortgages and hypOthecatiOns {
/ the extent necessary or proper 10 ITS buSl
! ness: to acquire the property, business an
good will of any ndiNidualS. firms or cor
poratiOnS engaged in any of the busiHcSSe
: enumerated above to acquire and hole
/ sell. cucumber or dispose of stocks an
bonds of ether companies. to exchange II
. entire capital stock or any part thcrro
for property which il is authorized to a,
quire or to exchange its cntIr" assets an
business or any part thereof for property
stocks. bonds or other obligations Of othv
/ companies; 10 subscribe 10 the stock q
/ other companies. to guarantee the ObllEa
. tiOnS of any corporation. the stock a
which il entirely held by il or for its ar
. count: to enter into any arrangement Wit
7 amy governments or authorities. E'u"r.
T sovereign. municipal. local or utHDTWl~
. which may appear conducive TO the com
/ pany ; objects or any of them. and Il
. obtain from such governments or author
tiles any rights. privileges and rouc"~
~iOuS which the corporation may think de
>irahl" 10 carry out and to exercise Ju'
comply with any such rights. PrlyIiH
and concessions. to do any aud all ~.
acts and things as trading CORPORATION,
are or may be authorized To- do under 10.
laws of the State of Louisiana; to carry
ON each. any or all of the foregoing hu>I
Hv>>"S, objects and purposes i'll any part %
the world, whether within or without {.
State of Louisiana provided that the com
Ice business within the State OF Louis
lanai.
ARTICLE IV.-Thc capital stock of tn,
corporation is hereby fixed at ten mil
lion $4,000 10000 dollars, to be- repre-
scented by one huudFed thousand shares OF
tn" par value of one hundred tSlOuuUI
dollars each to hc paid for in cash OF
property IN" equivalent thereof. Tn,
amount of said stock may hu increased to
fifty million $4,000 10000 dollars NJ
transfer of stock shall br binding upon
the corporation unless made and recorded
upon it, books. No stakeholder shall
have a right to transfer or convey any
of his or her stock in the corporation un-
less and until he or She shall have nr>l
made a written offer 10 the other then
stockholders of the corporation and TO the
corporation itself. to sell his or her stock
to them aJ the book value thereof. "Hook
Value as used herein is hereby defined
10 mean the value ar which the ASSETS and
Liabilities Of tn" corporation hay" been in
good faith entered upon il books. SiIch
written offer shall Toe addressed to ia,
other then stockholders. aud 10 the cor
pOratlUn itself, collectively. and shall b.,
delivered 10 the office of the corporation
not less than ten days prior 10 the APP
plcatiou for transfer of the stock. p
corporation shall transmit this offer to IN.
RESPECTIVE then stockholders. and the stock
of the stakeholder desiring TO sell shall
br distributed prOrIta among such ui
the other stockholders aS desire To pUr.
chase. IN thu proportions in which Oh,
holdings OF the stockholders DESTROYS of
purchasing bear 10 each other: and ii th,
total which Slr.h other stockholders de.
sir" to purchase i less than the turH.
offered for sale. then. after each Of IN,
other stockholders shall have taken and
paid for the amount of stock which he or
she desires To buy ana 10 which De- %.
Size Is entitled. then the remainder uu-
taken shall be open for purchase 10y rh
corporation itself. AMI unless prohibited
by Law. III" corporation may itself Us" and
apply it, surplus earnings or arvumU-
lated profits to the purchase from any
stakeholder desiring to sell of any por-
ton of that ~toD khOldNr> stock which
non" of the other stockholders may de-
sire Ia acquire, AT the book value there
Of: provided. that the corporation shall
not apply any of its capital 10 the pup-
chase of such stock but shall always main
tain it, capital unimpairrd. Should any
Of the stock offered for sale be- not de
sired by the other stockholders. and should
the corporation itself be- unwilling or uu-
able to purchase any OF the same out of its
surplus earnings. within ten days from thu
receipt At the corporations office of the
written offer to sell, then. and then only
shall the stockholders desiring TO sell b.
entitled TO transfer such undeSired pOr-
tlOn OF the stock to such person or per
sons as he or she may see hit. The pro
visions Of this article shall Ice printed
upon each certificate of stock issued O.
every person now. or hereafter becom-
ing. stakeholder in this corporation. an
OF whom take such stock subject To the
provisions hereof; and all pledges. hypo-
thecatiOns or other membranes of said
stock, or dealings with regard thereto.
shall be subject to the provisions hereof
ARTICLE V.-All the powers Of thi>
corporation shall be vested in and eNer-
ciS-d by Board composed of not less
than four nor more than seven Directors.
The precise number of the Directors with
in said limits shall be fixed from time
to time by the vote of the stockholders at
I he annual meetings or at a special meet
ing called for that purpose \ major
OF the Board shall constitute a quorum.
Said Board of Directors shall be elected
annually at Il stockholders meeting 10 b.,
held annually AT the office of the cOrpOr-
alton on the second Monday in January
each year Tor the next legal day if that b.
a holiday, after notice given to each
stakeholder by mail ut least fifteen days
before the date of the meeting, addressed
10 the last designated address of the stock
holder, or If he has designated no address
10 the General Delivery at New Orleans.
Special meetings of the stockholders may
be called by the Board at any time and
notice thereof shall be given in the man
ner provided for annual meetings: pro-
Vided that in all cases all notices NAV be-
waived by unanimous consent. Each share
holder shall be entitled to one vote for
each share of stock standing in his name
on the books of the corporation. said vote
to be cast in person or by proxy and q
of the votes cast shall elect
Failure TO elect Directors on the day above
specified shall not dissolve the corpora
ton but the Directors then in office shall
remain in Office until their Successors are
elected. The Board of Directors shall
have power to fill all vacancies which
may occur or in any manner arise or be
created on the Board, even though no
quorum remain at the time such vacancies
are to be filled. The Board shall elect
from their number Il President a Vice
President Manager and a Treasurer, and
they shall also elect Il Secretary, who need
not be Director or a stakeholder: pro-
'lded, that from time to time the Board
may dispense with any of such officers
and. or may combine and, or separate
any of them and, or may elect such other
)nlcers as they may think proper or con
ienient for the carrying on of the com
Dany's business, and may provide that an
officer need not be member of the Board |
Dr. stakeholder: and they shall fix the |
salaries of the officers, agents and en- |
DlOyeeS. At any meeting of the Board of |
any director absent from the |
meeting may be represented by any other |
director who may cast the vote of the |
absent director according to the written |
Instructions, either general or special of |
said absent director. The Board of Di- |
'ectOrs shall have authority To make and |
Establish, as well as alter and amend, all |
~ laws, rules and regulations necessary |
ma proper for the support and mango !
nent OF the business and affairs of this |
and not inconsistent with this |
'hartcr: and they shall have mower TO |
authorize the borrowing Of money and the |
ISSUANCE of notes and the execution of |
pledges, and generally to do all things |
necessary or convenient for the proppr |
ARRIVING on of the business of the cor |