The herald., 1920-10-28
CHARTER


a greater number of directors than a.
hereinabOve provided.
Section Should only three directors
be elected. the third director must b"
elected by "A majority vote of Class y and
class II stock voting together. should
five directors be elected, the fifth dire
tor shall br chosen IN the same manner,
by majority of Class \ and Class T.
of Class 4 shall have the right at any
time to Till any vacancy or vacancies of
any of the directors elected by them, ami
the stockholders of class Il shall have
the right AT any time to ill any vacancy
or vacancies Of any OF the directors elected
by them Should the dirc,tOrrhip "letrd
10y the majority SOt" OF Class \ and 'lIe7
Il stock. voting together, hc"om" vacant.
the vacancy may be nlled by majority
OF Class \ and Class T. stock, voting L..
g"thcr
Section This corporation snail be
come going concern. and be authorized
TO commence or to continue It's business
a. soon a. $4,000" Of its capital stock
shall have been paid for. either in cash.
or It's equivalent, ~ provided by law, aud
all OF the said SlGOOoJO0 Of its capital
stock has. in fact. been ~ubbs'rib"d ana
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
irSurd by this company shall hr signed
by the President and cOuntrrsIgned by an
rector The stock of this corporation can
be transferred only on the books of tn"
CORPORATION and subject To such rules and
regulations as may be by the Board of
Directors from time 10 time prescribed
No sto,k holdcr shall be- permitted To sell
or otherwise dispose OF his stock without
first Offering the same. IN writing. 10 IN"
other OCkhOldprS. through the Board OF
Directors at price not exceeding thu
book value thereof at tn" clos" of IN"
last fiscal year. and the said stockholders
shall have the nr~t right and option L"
purchase all Of sand SHARES OF stock 10
br thus disposed OF. and shall haV" a
period OF thirty days in which 10 accept
or to decline said offer. Should the stock
holders decline TO purCha-" the said stock.
the Hoard of Directors shall haN" aud -
hereby vested with the right aud power
to acquire said shares Of stock on be-.
half Of the corporation, and thereafter 10
REISSUE. or sell the >am" as III it, dl~.
erection il may determine. Should th"
stock holders and the directors fail within
thirty days after such offer Of sal" shall
have been made 10 purrhaS" said eio'h b.
then the stoCkhOldcr Offering to SELL III"
same may dispose thereof in any manner
and at any price h. may So" lit, but each
share of stock il issued and held upon
the condition and understanding that no
stock older shall make sale or transfer
Of his stock in violation hereof and such
sale or transfer. If made, shall be Nold.
and this company shall be under no obli-
cation TO list the stock thus transferred
the certificat" thereof.
ARTICLE YII.-ThP corporate powers OF
this corporation shall be vested in and "N-
ercsed by a Board Of Directors composed
of three stockholders, two of whom shall
constitute a quorum for the transaction of
business. but said Board of Directors may
be- increased to nye at any time by ma
jority vote of Class 4 and Class Il stock
at any meeting. annual or special, and
without the necessity of any amendment
TO this charter. should there be four di-
rectOrs three shall constitute a quorum.
Should there be four or more directors,
hree shall constitute a quorum. The stock
holders may vote in person or by written or
teleg phiC proxy. given to any other dire
tor or stock holder. The directors may dele
gate any Of their powers TO any officer or
officers or other representative of the com
pany by appropriate resolution 10 that
effect. The first Board of Directors shall
b" composed Of Karl N"umOnd, Ludwl IL
Eth"mann and Ralph j. SchwarZ. who
shall serve until IN" second "Wednesday in
January. 1872. or until their successors are
elected and qualified. Thereafter the N
r'ctOrS shall b" elected annually hy III"
stockholders at meeting held on the Seq
ond "Wednesday in January in each wear
after date hereof. Motto" Of said meetings
shall be given fifteen days prior To the
date. in writing. or by telegraph. sent 10
each of the stockholders at his last known
place of residence Tn" Board of Direc.
tors may change tn" date of the annual
meetings to any other dat" in January
bN written tplpEraphlG notice Ia tndt
effect. sent at least nftrcn days before III"
date 10 which said annual meeting has
been changed. directed to carh StOrkhnldrr
al his last known place Of residence. Each
stockhOldrr shall al the annual or other
meetings he entitled. in person. or ny writ
ten or Geographic proxy. To on" NOt" Tor
each share of stock owned by him. Ele"-
tions shall be held under such rules and
regulations as may from time to tim" be
prescribed 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. Failure
TO hold the annual meeting of stockholders
or annually To elect directors shall not Op-
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
until their successors are elected and quail
fled. shall be Ludwig Eisemann, PrcSi-
dent: Karl SeumOnd. icePresident. and
Ralph J. SchwarZ, Secretary. The Board
of Directors by resolution, may create the
office of Treasurer, as Il separate ONCE, or
may merge that Office with the office of
Secretary, and may revoke such action
from time 10 time.
ARTIVLE IX.-SOtice or 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 neCcs-
sary under the law. Any stakeholder or
director shall be entitled To waive notice
of any meeting.
In case OF OlssOlutlOn. llVuludllOH OF
termination OF this corporation frOm what
ever cause, the affairs of this corporation
shall be liquidated by three liquidatOrs.
unless the stockholders should by three
fourtks vote, determine that a lesser num-
Der of IquidatOrS shall be named. If any
one liQuidatOr is named. he shall be
elected by majority vote Of the holders
of Glass 4 and Glass Il stock voting to-
gether. II two liquidatOrs shall be named,
one shall be named by Class stock and
the other by Class Il stock. IL three lQui-
dators are named, one shall be named by
the holders Of Glass \ stock, another by
the holders of Glass stock and the third
by the majority of the holders of Class \
and Class Il stock voting together In case
of the death or disability of any lqui-
datOr. his successor shall he chosen in the
same way. the office of such liquidatOr to
be filled either by the vote of a majority
of the holders OF Class and Class Il
stock. or by the respective classes of stock,
AS the case may be.
The liquidatorS may be vested with such
power and authority as is granted by law.
or as the stockholders may specially give
to them.
he is authorized and empowered and di-
reCted to sign and execute all necessary
acts and proceedings to carry out and
to effect the said amendments: and that
he does now appear before me. Notary.
in order to make proper nOtarial record
of said amendments and to have same
recorded as required by law all of which
will more fully appear by reference to
certified copy of the minutes Of said
stockholders meeting attached hereto.
Thus done and passed. in my Office At
the City of New Orleans, on the day,
month and year herein first above written,
in the presence of VIM. Mason Smith. Jr..
and Paul +. Chaser. competent witnesses.
who hereunto sign their names. with the
said appearer and me, Notary, after due