The herald. [volume] (New Orleans, La.) 1905-1953, 1920-07-15
CHARTER

PROVIDED bN INV anu III HuNH ii'hll'l ''ii'
at such time and in such inStallmentS. n
may be prescribed by the Board of III
rcCtOrS. Said Corporation shall becom"
going concern and shall hc authorized TO
commence business when Sl2.JOOOO OF IT.
capital stock shall have been subscribed
and when SG.2JO.OO Of its capital stock
shall have been paid for.
ARTICLE N-The capital stock of this
CORPORATION may be increased TO the sum
Of ffty thousand tS1O.OOO.O0D dollars, by q
two-third> vote of all the stock present or
represented at special meeting called
for that purposr, or at regular annual
meeting of the Corporation.
ARTICLE Wall certificates of stock
issued by the Company shall be signed H.
the President and COuntcrSiSHrd by the
Vie" President. or. if authorized by re>o-
luton of the Board of Directors, shall BE-
signed by the President or Vie" Pre>idrnI
aud coUHtersigupd by the Secretary Treas
HrrT. The stock of this Corporation can
be- transferred only on the books Of ia"
Corporation and subject to such r"gula-
tons aud tormaliii"s as may h" 10y III"
Board Of Directors from tim" 10 time pre-
~rribcd. No stakeholder shall Ice per
miTird to sell or otherwise dispose OF his
stock without first Offering the sam" in
writing 10 the other stockholders, through
the Board Of Directors, al a price not "N-
c"rGIUg tn" book value thereof al the time
of the last inventory, aud the stockholders
shall have an option and first right to
purchase all the shares of stock TO Ice
thus disposed Of 10y sale or 10y the death
resignation or 81 urfNl>', 81 any OF lu'
stockholders OF the corporation. aud shall
have q period of ten days in which To ar-
v"pt or decline such offer of stock. ShOu
TIA" Board of Directors or the stockholders
decline To purchase said stock, then
stakeholder or stockholders who made the
offer 10 sell or otherwise di>pOS" of tn'
stock. may sell or Oth"rWI>" dl>po>" %
it in any manner and at any prize this
he or they may see fit But each >har"
OF stock j. issued under the condition au.
understanding that no stakeholder >lHI
max" sal" or transfer of his stock il
violation OF this provision. aud such sale
or transfer, If made, shall be void, au,
this Company shall be under no obliga-
tion to list said hroCk on it, books or to
regard III" holder of TIA" certificate there
of.
ARTICLE NII.-Thr corporate powers
of this corporation shall be vested in and
exercised by Board Of Directors com
posed of not less than three and not more
than five stockholders, two of whom shall
constitute quorum. II there are three
Directors; and three of whom shall con
Stitutp 4 quorum II there are four or five
Directors. for tn" transaction OF business.
The Directors of this Corporation may
NOt" in person or by written PROXY al any
al ih' meetings Of the Board OF Directors,
and the Board Of Directors may delegate
any of its powers to any officer or Officers
or any other representatives of the Com
pany. by appropriate resolution to that
effect. The first Board OF Directors OF
this Corporation shall Ice composed of the
following: Henry Shelby. Richard II. Mil
Ter and y. u. Shelby, with Henry shelby
as President, Richard II. Miller H. Vice
President. aud y. Il. Shelby as Secretary
Treasurer, and they shall serve uIti the
second Wednesday in June. l?2L or until
their successors are elected and qualified.
The Directors OF this Corporation shall
Ice elected annually. by the stockholders.
on the second Wednesday in June. each
year thereafter. Notice of such meeting
Shall be given ten days prior to the date
of the meeting, sent to each stakeholder,
at his last known address. The Board of
Directors may change the date of such
meetings. 10y giving thirty days notice. ia
the manner above provided. Notice may
be waived. provided the stockholders con
sent, in writing. or by telegram. Ia waive
notice. Each stakeholder shall. at such
annual meeting or other meeting, general
or special. be entitled. in person or proxy.
to one vote for each share of stock
owned by him. Elections shall be held
under such rules and regulations as may
from time to time be- determined by the
Board of Directors. The Directors when
elected. shall hold office for one year. or
until their successors shall have been elect
ed and qualified: and failure to hold the
annual meeting of the stockholders, or to
elect annually the directors. shall not Op-
crate the forfeiture of this charter or any
rights hereunder. Any vacancy occurring
in the Board of Directors may he filled by
the directors for the uneNpired term. aud
in the event that the remaining directors
cannot agree upon the person to ~ ap-
pointed TO fill the vacancy, then Il stock
holders meeting shall he duly called to
elect new director. The Board of Iii
rccturS may he increased from three TO
five by majority vote of the outstanding
stock mt any annual meeting or at any
special meeting of the stockholders called
for such purpose, and without the neceS-
sity of any amendment or alteration of
this charter.
ARTICLE YIII-ThiS charter or act of
incarceration may he changed. modified
"a altered amended nv and with the
sent of twO-third of all the stock present
at any meeting, general or special, held
for that purpose; and such amendment
may he material or immaterial, subject
only to limitations as may be by law pro-
yided and this corporation shall have the
over to increase or decrease its capital
stock as hereinbefore set out. aud any in
crease in the capital stock in excess of
the amount named herein as the amount
to which IL may be made by three
fOurths vote of all outstanding stock.
ARTICLE IN.-NOtice of any and all
meetings referred to in this charter. or
required by law, shall he given in the
manner provided in giving notice in rsse
of elections, unless the same shall have
been waived. In case of the dissolution.
liquidation or termination of this charter.
by limitation or otherwise, the affairs of
this corporation shall be liquidated by
one or more lquidatorS elected by the
stockholders. who may provide the num-
Der of said liquidatOrs and vest them with
such power and authority may by law
he permitted. and fix the terms and con
ditiOns uuOn which they shall serve and
their compensation, and provide that in
case Of disability of any of said liquida-
tors, the remaining liquidatOrS may fill
the vacancy or continue to act on behalf
of the corporation.
ARTICLE Mo stakeholder of this
corporation shall be liable or responsible
for any costs, contracts. debts or faults
OF this company, or any of its officers ::
nor shall any mere infOrmality in organ
iZation have the effect of rendering this
charter null and void. or of exposing n
stakeholder to any liability beyond the
unpaid balance due on the stock held by
him.
ARTICLE XI-The subscribers hereto
have written opposite their names the
number of shares subscribed to by each
OF them and their pOStOffice addresses so
that this charter may serve as the sub
scription list of the corporation; all Of
which subscriptions are payable in the
manner and form set out herein.
Thus done and passed in my office in
the City Of New Orleans. Louisiana. on the
day, month and year herein first above
written, in the presence of Ralph J
SchwarZ and Paul +. Chasez, competent
names, together with the said appearers
and me, Notary, after due reading of the
whole.
Witnesses: Ralph ]. Schwarz, Paul f.
Chasez.
HERMAN l.. BARNETT.
Notary Public.
]. the undersigned Recorder Of Mort
cages, in and for the Parish OF Orleans.
state of louisiana do hereby certify thai
the above and foregoing charter of Shelby
supply company. Inc, was this day duly
So ''' 'o'io
In witness whereof. / have signed these
Df MI.