The herald., 1920-11-25
CHARTER.

| into or rcprescnied by three Thousand
| $4,000 shares of the par value OF one nun
| bred CSlO0.Ol dollars each. The whole O
| said stock. or any part thereof may Va
! issued or delivered to any person. firm Ol
| corporation for the acquircment Of tn
| rights. privileges, franchises, property
s"ryitudeS. or any part thereon, own,
| and controlled by Such corpora
! ton: also I'm payment. settlement an'
| adjustment of the costs. fees. charges. "N
| pcnSeS and commissions incurred for serN
! ices rendered in the formation and or
| gauizatiOn of this corporation and IN &c
| quiring and bringing about the purchas'
! of the property. rights and franchises
| aforesaid also fer cash or In inStAllIncnt'
| of such amounts as the Board of Directors
may determine: also for merchandise re-
cciycd Of for services actually rendered t.
| this company. The Board of Directors
hereinafter created Is specially authorized
| to dispose Of the stock. or any part there
of. for any and sll of the purposes above
| stated as in its Judgment may seem fair
and proper. Before any stockhoidcr can
| sell tn" whole OF any part of his stock,
same must he offered for ten DAYS To the
other stockholders. at its book value n
shown by the books Of the company. In
case some of the shareholders are unwill.
ling to purchase ct this price the remain
ing shareholder ar holders shall have tn"
right to purchase their proportion.
ARTICLE V.-.iH the powers Of this
corporation shall be vested in and ever
cised by n BOARD Of four directors, each
Of whom shall hold in his own name on
the books OF the company AZ least one IN
pledged share Of stock. The Board shall
elect from their number President, q
Vice President. n Secretary and a Treas
Urer. and such other officers az they may
think proper or convenient for the carry
ing on OF the C0mpany'S business. and
shall have power to unite two or more
Offices and the same to confer upon one
person. or 10 dispense with any office i'm
fh.6r ion nd ., ~ la -u1 arfa Of
all officers. agents and employees. The
Board of Directors shall be elected an
nually on The second Monday OF N0vem-
Der. of caCE year. the first election to he
held in the year 1921 All such elections
shall be by hsllot, NJ the office of the
corporation. Notice Of annual meetings
well special meetings of stockhold-
ers. shall he given ny written notice mailed
at least fifteen days in advance Of the
date of such meeting to each stakeholder
appearing as slCh on the books Of the
company. at HIS last designated address.
Each shareholder shall he entitled 10 one
vote for each share Of stock standing in
his name on the books Of the company,
said vote TO be east in person or by proxy.
and majority of the votes cast shall
elect. The BOARD Of Directors shall have
power To fill all vacancies which may Oc.
cur or in any manner arise or be created
by the Board of Directors. even though no
quorum remain al the time such vacancy
or vacancies are to be filled. Failure 10
elect directors on the day above specified
shall not dissolve the corporation. hut the
directors then in office shall remain in
OfNe until their successors are elected.
The Board OF Directors shall have power
10 make and establish, as well as alter
and amend. all bylaws rules and regu-
lations necessary aHt proper for the sup
port and management Of the affairs and
business of the corporation and not incon-
SiStent with its charter. The Board shall
have power, without referring to the stock
holders. TO borrow money, execute mort
CAGES issue notes. pledges. bonds or other
obligations, In such amounts and on such
terms as in their judgment may be adj
vantageOuS, and generally. to do all things
reasonably necessary far the proper carry
ing on OF the business of the corporation.
and they are specially authorized to de-
liver full.paid shares Of stock and bonds
or other obligations OF the company in
payment Of property acquired by said cor
pOration nj such fair valuation as in their
Judgment may be proper. majority OF
the directors shall constitute a quorum for
the transaction of business The Board
OF Directors shall have the power. by q
vote of not less than three-fourths of all |
directors. TO sell all or any part of the |
property. movable and imnovable. be. |
to the corporation. or to receive /
In exchange therefor money or stocks or :
bonds or other obligations OF another in |
1iyidual, firm or corporation. Of any char |
acter. without referring to the sharehold- |
Frs for power to do so. At any meeting |
" the Board of Directors. any director
absent from the meeting may be repre-
'ented by any other director who may !
asst the vote Of said absent director ac- |
'ordinQ TO the general or special written
Instructions of said absent director In
II the annual meeting of 1921, the Board.
" Directors shall consist Of: Albert s
England, 32O8 st. Charles Avenue. New
Orleans: Thomas p. England. 1905 st.
'harles Avenue, New Orleans: George VI.
,laght, Cotton Plant. p. O.. Mississippi; Il
iugh f. Brister, 2031 Short Street, New
orleans.
OF the foregoing, Albert s. England shall
'e President, George VI. Slaght, Vice-Presi-
ent. and Hugh f. Brister, Secretary
treasurer.
ARTICLE vI.-This act Of Incorporation
nay be modified, changed or altered, or |
his corporation may be dissolved. In the
hammer provided by law, by vote Of two
birds of the entire outstanding capital
tock, present or represented, at a general
leetfng OF the stockholders convened for
UGH purpose. after previous notice has
cen given in the manner above provided
D be given of the annual meeting of the
orporation. The capital stock Of the cor .
Grafton may be increased or decreased
Y proceedings in accordance with the /
Tvs OF the State Of Louisiana.
ARTICLE Wifi this corporation shall
Q dissolved, either by limitation or for
ny other cause, its affairs shall be liqui.
ated by three commissioners TO be ap- =
n |
aned for the purpose of LIQUIDATION and
be elected by a vote of all the stock
olders. Said liquidatrs shall remain in
nee until the affairs of said CORPORA
on shall have been fully settled and liqui.
ated, and they shall have full power 4
nd authority to transfer and give title
all property and assets OF the cor
oration and to distribute the proceeds:
so, to settle, by compromise or other.
Use, all claims for or against the COM
my. In case Of death. disability or resig-
ition OF one or more liquidators, the
leancy shall be filled by the survivor or
ARTICLE VIII.-No sockhoIder shall
er be held liable or responsible for the
ntracts or faults of said corporation in
~ further sum than the unpaid balance Il
lie on the shares of stocf owned by him.
n shall any mere infbrmality in or
lnization have the effet of rendering i
Is charter null or of exposing any stock.
'lder to any liability beyond the amount
lie on his stock.
ARTICLE IX.-There Is annexed here
an accurate, detailed and itemized de-
ript1on OF certain property, being the
al estate known as Ne. 81 Baronne I
rect, New Orleans, which is to be con-
yea TO this corporation in payment of
rta1n subscriptions for a total Of thirty i
20 thousand 1889, 900 OO) dollars par value
stock, said description showing the
Mount, location, extent, character and
ate of Improvement of said real estate
eetner with statement Of its value as u
praised by the Board OF Directors Of
is corporation; and in older that this
arter may serve as the original sub
ription list, the subscribers hereto have
1icated opposite their respective sig