The herald., 1920-04-08
CHARTER.

| GERS. except such as has been subscribed
/ for in this charter or which may BE- trans
. fcrr-d with the consent of the Board Of
/ directors To such employee at the time
. OF or during employment. Whenever such
/ employment cCa>cS through death, rc~lEna-
. zion. dismissal or Otherwise, the Board OF
{ Directors shall call the stock OF that per
/ son for transfer To the other stockholders
/ aS provided in this Charter but the price
I to be paid shall b" book Nalu" as per in
/ NentoTy last preceding such call. the said
! price shall be paid in cash within sixty
/ days from such call. No stock held or
/ controlled by such employees shall par
/ tiCipatr in any new stock thereafter au-
! thOriZcd and issued or in any stock here
: after to he issued when sold under the
/ preceding provisions, unless with the con
! sent of the Board of Directors expressed
, by resolutions entered on the minutes. For
| the purposes OF this article tn" inventory
/ and books shall br closed as of December
( 81. 1920, and December 81. 1921. in each
/ year from and after March IL. 1920. The
! substance of the foregoing prov i>iou> shall
| he stated briefly and cu>>icrntly in or on
/ III" face OF each certificate of stock and
/ shall be conclusive evidence and notice
/ 10 all persons dealing Herewith. The
! Board OF Directors i hereby constituted
! TIA" agent of the stockholders for the pur-
/ pose of enforcing and carrying out the
. corporation shall Ice transferred the
/ books Of the corporation only on the sur
render Of the certificates properly en-
/ dor>cd or in such other manner rs may he
/ directed Icy law.
! ARTICLE N.-AH the corporate powers
! vested 10y law or this charter in corpora
| tons shall be exercised b! the Board o.
| Directors of this corporation. including
| the right to manage, control and direct the
! affairs Of the corporation. the corporate"
! policy and to sell the corporation or merge
I the sam" into another corporation, ami to
| take in payment of any such sale or mcr-
| ger. cash. bonds. notes or stock of the pUr-
| chasing or merging corporation, or OF a
new corporation, created Tor the purpose.
without the necessity of referring either
! or any Of said acts to the stockholders.
The Board of Directors of this corpora
tion shall be composed of three stock
holders. who shall be elected annually. on
the first of February Of each year. The
first Board Of Directors shall he composed
of Eugene \. Garcia, VIM. l.. Davis. John
l.. Schrucrmanu. r. ). Landry and Rene
GummerN lille. who shall hold office until the
neat annual meeting on Ia" first Monday
in February. 1921 The election Of the
Board Of Directors shall Ice preceded by
three days written notice TO the stock
holders. delivered in person or sent by
mail Ia 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 Delivery. New Orleans.
La. The election shall he held AT the
office of the corporation NJ such hour as
may be fixed by the incumbent Board of
Directors and under the supervision of
three commissioners appointed by the
same At such cieCtlOn each stakeholder
shall be entitled to one vote for each share
of the capital stock held by him, and the
persons receiving the highest number of
votes east at said election shall be declared
elected and the Board OF Directors thus
elected shall meet and organize as soon
after said election as possible. major
ity of the whole Board shall constitute Il
quorum. and Directors absent or unable
to attend may authorize Directors present
to represent them by written proxy filed
with the Secretary and with all the pow
erS such abSentecS could exercise if pres
ent in person. All routine business mat
tiers shall be decided by the majority vote
of the quorum present at such meeting,
nOtwith standing anything in this charter
or the law to the contrary, but any mat
ter or thing affecting the general policy,
property or corporate rights Of the cor
pOration shall be adopted only by the vote
of the majority of stock held by the in
diyidual members of the whole Board of
Directors, and proper minute entries shall
he made to show these facts. At its first
meeting after election or soon there
after as practicable the Board of Direc-
tors shall elect President. and one or
more Vice Presidents. and Secretary
and Treasurer. these last named officers
need not be stockholders. and the two
offices may be combined in one person by
the Board of Directors. The Board of
Directors may establish bylaws. rules and
regulations for the government of the cor
pOration, and it may also create commit
tees for the management of the several
departments of its business. including an
Executive Committee of not less than three
members of tlN' Board, which committee
shall be empowered TO exercise all the
functions of the Board of Directors dur
ing the recess of said Board, save those
herein reserved for the full Board. The
Board of Directors shall fill vacancies oc-
curing in this body during the term
thereof. Meetings of the Board of Direc-
tors may he held at such times as shall
he set by the Board itself, or at the call
of the President and at the request of any
stockholders.
amended and the capital stock increased
or decreased with the consent of two
| thirds of all of its stock expressed at
meeting called for that purpose or in any
other way permitted by law.
ARTICLE VU.-This charter may be
dissolved with the consent of two-thirds
of the issued and outstanding capital
stock expressed at meeting called for
that purpose, or in any way permitted by
law. Upon the dissolution of the corpOr-
alton by limitation or otherwise the stock
holders shall elect from among their num-
Der one or more liquidators and fix the
terms, conditions and other provisions re-
garding the liquidation, well as the
compensation of the liquidatOrS.
ARTICLE NIII.-NO stakeholder shall
ever be held liable or responsible for the
contracts or faults of this corporation in
any further sum than the unpaid balance
due this corporation on the shares owned
by him, nor shall any mere informality in
the organization have the effect of render
luS llllS CndTltT nun OF OF exposing the
stockholders to any liability beyond any
unpaid balance.
ARTICLE IX.-Wherever notice is re-
quired by law or by this charter the same
may be given in writing delivered in
person or sent to the last known address.
is prescribed in Article V of this char
ter, and twenty-fOur hours will be suffici-
ent for all purposes except where other
wise prescribed by law. Any and all no
tees required by law or by this charter
may be waived by unanimous consent of
the Board of Directors or the stockholders
as the case may be, and such waiver shall
he entered on the minutes of the meeting
to which they apply.
Thus done and passed in my notaral
office in the City of New Orleans, on the
date aforesaid, in the presence of Benja-
min W. Dart and Elise Ray. competent
witnesses. who have hereuntO signed their
names with the said parties and they
have set out their addresses and the num-
tary. after reading of the whole.
Original signedD Eugene A. Garcia (sev-
enty shares), S2l ~ Rampant St; William
r. Davis (seventy shares), 1919 y. Ram
part St; JnO. =. Scheuermann (forty
shares), 210i Touro ST.: Rene Commeryille
Thirty shares). 221T Dumaine St: X. s.
Landry, Jr., Seventy shares), 3245 De-
Soto st.
Witnesses: Benjamin W. Dart, Elise
Ray.
HENRY p. DART. JR.. Not. Pub
I, the undersigned. Recorder of Mort
cages in and for the Parish of Orleans,
State of Louisiana. do hereby certify that
the above and fnrauoinO Act of Incornora-