The herald., 1920-08-05
CHARTERS


of the common stock. All or any amount
of the preferred stock may be retired and
redeemed by the Board of Directors in
its discretion at any time, in such manner
and upon such notice as the Board may
determine at the price of one hundred and
ten and no 100 (SllO.OO) dollars Tor each
share. together with all accrued dividends
thereon. If, after providing for the pay
ment in full of all dividends for any year
on the preferred stock and any accumu-
lated dividends that may be due ON SAID
stock for preceding years. there shall re
main any surplus net profits, such surplus
net profits may be applied by the Board
of Directors. either to the payment OF
dividends upon the common stock or may
! be devoted to the redemption of all or any
part Of the preferred stock. or may lee dp-
piled to any other purpose relating to tn"
COmpany'S business a> the BOARD, IN H.
discretion. may deem mt. The preferred
stock shall have no voting power What>o-
/ ever or connection with the control Of the
corporation. the holders thereof hereby
/ expressly waving amy right 10 vote SAID
/ preferred stock at elections for directors
/ or on any other question. or to participate
/ in stockholders meetings convened Tor
{ any purpose whatsoever. The common
/ stock is to be divided into seventy fivr
! hundred shares of the par value of ten
/ and no 100 $1,000 dollars per share. The
7 voting power of the corporation shall bc
/ vested exclusively in the common stock.
which is to have the entire control and
management of the corporation. No stock
may be issued except for labor done, >cry-
/ ices rendered or money or property actual
| ~ received. and no present or future
| stock hOIlpr shall ever validity sell. assign
| or transfer. other than by inheritance. any
! of the common stock OF this corporation
I until the same shall have been first Of
! fered in writing to the remaining holders
| of the common stock for the benefit of
! such stockholders as may desire TO pur-
| chase the same. said offer to be addressed
| to the Board of Directors. and ten days
! shall be allowed for the acceptance of
| same in writing by any OF the common
! stockholders of the corporation who may
/ be willing TO pay the book value OF said
| stock as shown by the books of the cor
poratiOn on the first day of January last
preceding the date of such offer. Each
holder of the common stock of this cor
pOratiOn shall be entitled TO purcha~"
| stock 80 offered for sale in the proportion
! that the number of shares owned by him
{ at the time bears To the number of shares
owned by the other holders of the com
! mon stock who desire To participate in the
! purchase.
ARTICLE V.-Au the powers of this
corporation shall be vested in and eNeT-
! csed by Board of not less than three
! nor more than five Directors, as may he
! determined in advance each year by the
] common stockholders at the annual meet
| ing of the common stockholders or at anyl
special meeting called for the purpose of
! increasing or decreasing the number of
directors within the limitations of this
! article. The first Board of Directors shall
! be: John j. Gillespie. whose pOStOfficr
I
! La. who shall be President: Frank j.
/ Grunenthal, whose pO>tofficc address il
| Grunewald Hotel. New Orleans. La. who
/ shall be Vice President. and Warren II.
| Powell. whose pOstOffice address is 1922
Josephine street. New ORLEANS. La. who
| shall be Secretary Treasurer. The above
named Board of Directors and Officers
| shall continue to serve until thc second
Tuesday in January. 1922. at which time.
| and annually thereafter. the common stock
| holders shall elect from their number the
Directors of this corporation The above
named Board of Directors and each sue
/ ceeding Board shall continue to hold office
until their successors are elected and quail
| flied. Each succeeding Board of Directors
shall, mt their first meeting following
their election, select from their number
| President. Vice President and Secrc-
| tary-TrcaSurer. The election of Directors
| shall he by ballot and the person receiving
| the largest number of votes cast shall be
| declared elected. Each share of common
/ stock shall be entitled to one vote AT meet
! ingS Of stockholders, but no fractional
! share shall be entitled TO vote. \ ma
/ joTity of the Directors voting at any one
! time in person. shall be required TO pass
! any resolution or adopt any bylaw which.
| when 50 adopted. shall become valid cor
! porate acts, provided a quorum OF the III
| rectOrS were present in person. In case
| of vacancy on the Board or among the Off
| GERS. caused by death, resignation or re-
] mOval. the remaining members of the
| Board shall have the power to fill such
/ vacancy.
! ARTICLE VI.-Notice of all meetings of
! stockholders for election of Directors. or
| for any other purpose. shall be given i'm
| writing by the Secretary. and q notice
| shall be deposited in the mail ut least
| fifteen days before the meeting is held.
| addressed to each common stOC kholdpr at
| his last known address, as the same shall
| appear upon the books of this corporation.
| unless said notice is waived in writing
| by all common stockholders appearing on
| the books. At all meetings of stOckhOld-
| ers. a majority of the votes cast shall be
| sufficient to determine all questions voted
/ upon. except the alteration, amendment or
| dissolution of this corporation.
! ARTICLE Widths act of inc0rpOra-
/ ton may be ALTERED, amended or modified.
or this corporation may be dissolved. by
| and with the assent Of the holders of
| three fOurths in amount of its then out
standing common stock. given at general
! meeting of the common stockholders. 10
| be convened after fifteen days prior no
| tce. TO be given in one of the daily news
! papers published in the city Of New Or
| leans. in addition to Il written notice to
| each common stakeholder. as provided un-
| der Article vi of this charter, and such
| changes may be made In reference to
| an increase or decrease of the capital
| stock shall be preceded by such notices.
| delays and fOrmalitieS as are required by
| law. And in the event of the dissolution
| of said corporation, either by limitation
| of it's charter or otherwise, its affairs shall
| be liquidated by three commissioners. to
! be appointed and elected at n special
| meeting Calleu LOT Inat purpose as dDONe
! provided. and who shall remain in office
| until the affairs of said corporation shall
be fully liquidated. and in case of the
death or disability of one or more of said
liquidators, the survivor or survivors shall
| act in his stead.
! ARTICLE VIU-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 to the corporation on the shares
| owned by such stakeholder nor shall any
mere informality in organization have the
effect of rendering this charter null or of
| exposing n stakeholder to any liability be
yond the extent of his unpaid stock, if
any.
Thus done and passed at my office. in
the City of New Orleans, on the day,
| month and Year first hereinabOve written,
in the presence of Roy Raymond and Har
riet Spickert, competent witnesses, who
hereunto sign their names together with
me. said Notary. and the said appearers
| have hereuntO set opposite their names
their postoffice addresses and the number
of shares of this corporation subscribed
for by them.
Original signatures omitted)
Witnesses: Roy Raymond. Harriet
Spickert.
| A. w. COOPER, Not. Pub.
| /, the undersigned Recorder of Mort
| cages in and for the Parish of Orleans.
| State of Louisiana. do hereby certify that