The herald. [volume] (New Orleans, La.) 1905-1953, 1920-08-19
CHARTER.


sess equal rights in the corporation. The
capital stock mOy be increased to two
hundred. fifty thousand dollars. No stock
shall be sold or transferred until II has
first been offered in writing TO the cor
porutiOn for the use and benefit of all
other stockholders of record at the time
of such offer. Such stockholders, and ANY
of them, shall have the right TO purchaS"
said stock in proportion to their holding
and also such as may not be 50 taken, -
book value as established by the al
statement of the corporation last prcccd
ing such offer; should more than three
months have elapsed since such statement
was made. the profits and losses Subsr.
quent thereto shall be asceTtaincd 10y
Board of Directors and added to or d"
Quoted from the book value, as the cast
may be. Such right shall be- exercised an.
the price paid in cash within thirty days
after the offer is communicated to Ia
stockholders. and il shall be the duty
The Board of Directors to transmit SU'
Offer promptly to the other stockholders
In case of death of any stakeholder. tn,
surviving stockholders. and any of them.
snail have the right to require the Boar,
of Directors to call the stock held by the
deceased stakeholder for purchase a.
hcrcinbefOre set out. ana the widow. heirs
ana legal representatives of the deceased
. shall also have the right to tender such
stock TO the corporation on the same
terms, and on failure of the stockholders
To take the same, to require the dissolution
and liquidation of the corporation at
end OF one year after such offer The
right herein created shall cease unless eX-
Cr"i>"d within ninety days of the death of
such stakeholder.
ARTICLE V.-An the corporate powers
vested in corporations by law or by this
charter. shall be exercised by a Board of
Directors, composed of three stockholders.
10 b" elected on the first Monday of June.
l"-l, and annually thereafter from whom
shall he selected a President. Vice Presi
dent aud Manager. who. with the Sccrc-
tarN, shall be Ia" Officers of the corpora
tion. The Secretary need not be stock
holder or q member of the Board of III
rertor>. The Board of Directors is vested
with sole power To manage. conduct and
direct tn" affairs of the corporation. to
fix the salaries of officers aui 'OnpCHS.l-
ton of the members of the Board. and Of
all employees: the right to declare di,i-
drndS. TO create and maintain Il reserve.
surplus or undivided profit account before
declaring dividends. and in its judgment 10
increase or decrease the said accounts for
corporate ICES. The Board shall have the
right TO sell the C-rUOratiOn. to merge the
same with another corporation, 10 fix IN"
price. terms and conditions % sucn sal"
. or merger and to receive bonds StG"ks
/ or securities i'm lieu of cash therefor. pro
yidcd this is done with the consent of %
majority of the stock. given at meeting
I duI! ,..l"d for the purpose of considering
that subject. Notice y: elections for Board
of Directors shall be given In wiz "a
each stakeholder. by personal delivery or
by mail. at least ten days before such cl,.c-
J tons. At such elections. each share of
stock shall he entitled to one vote, to be
cast in person or by proxy. which proxy
may be 10y wire, letter or prOcuratiOn. and
! the majority of votes so east shall elect
I The annual meeting may be adjourned by
those present and represented at the same
/ and failure to hold said meeting or to elect
/ a Board of Directors thereat shall not dis
solve the corporation. and the Board III
. office shall continue to serve until its sue
il ola Tod in
shall be filled by the survivors. even
though less than quorum. Any Director
absent from New Orleans may appoint an
/ other Director. by letter wire or uSuaI
said Board, and such proxy shall be Ell
titled to exercise all the rights, duties anC
powers of his principal. The first Boarc
. Of Directors shall be composed of Harry
II. Fitzpatrick. Irwin VI. Fox and Robert
j. Warrck. with the first named as Pres
ident. the second as Vice President and
the third Secretary Treasurer.
ARTICLE NI.-Whenever notice is re-
quircd by law, or by this charter. IN,
same may be given in person. or at the
address recorded with the Secretary oil
the last known address of the person in
tereSted. and twenty four hours will b,
. sufficient for all purposes, unless other
wise provided by law, or by this charter
and all notices required by law or by thi,
charter may he waived by unanimous con
sent of the Board of Directors or tn,
. stockholders. As the case may be. and sucl
waiver shall be entered on the minute,
. of the meeting to which they apply. Sucl
waiver may be in writing. by wire
/ orally at the meeting, and the meeting
may be held hereunder at such place a
may he agreed upon.
ARTICLE VII-This charter may b,
changed. modified. altered. amended. OF
the corporation dissolved with the assent
Of the majority of the stock in all eases
save that of dissolution. and of three
fuurthS of the stock. in the latter case a
. a Of no 81 L halt
for that purpose, convened after notice
herein required, except in the case of dis
solution. where notice shall be given a
required by law.
ARTICLE VIII-Upon the termination
of the charter or the dissolution of IA
corporation, its affairs shall be liquidatr,
by three commissioners, elected or
pointed in the manner provided by the l.
of Louisiana, or hereafter in force. il
the event of death, resignation or remOy;
of any commissioners, the survivors q
survivor shall continue to act with all thu
powers and authority of the fun body
Said commissioners shall be vested Will
power and authority to do all things neces
sary or permissible under the powers con
ferred on them by their appointment, q,
under the law to wind up the business o
the corporation. to sell and convey it
property at private or public sale, to re
duce its assets to money and distribute
same among its stockholders and to liqui
date the corporation.
| ARTICLE IX-No stakeholder shall Z
held liable or responsible for the contract
or faults of this corporation in any fur
Their sum than the unpaid balance due &
this corporation en- the shares owned b.
him. Nor shall any informalty in organ
u ization have the effect of rendering thi
charter null. or of exposing the stOckhold
er to any liability beyond such unpai'
balance.
Thus done and passed. in my nOtaria
office. in the City of New Orleans, on tn
date aforesaid. in the presence of Johl
; arf fau
witnesses, who have hereunto signed thei
names with the said parties, and they hay
set out their addresses and the number o
shares held by them, and me, Notary, aftc
reading of the whole.
Witnesses: (Signed.) John Dart, BenJa
min W. Dart
Original signed.) Harry II. Fitzpatrick
New Orleans, La. 10 shares; Robert J
Warrick, Savannah. Ga, by II. II. Xii
patrick, Agt, 10 shares; Irwin Nj. Fox
New Orleans. La. 80 shares.
HENRY p. DART, JR., Not. Pub.
/ certify that the foregoing copy o
charter of Fitzpatrick Hay & Co, is a tru
h. tDI not n,