The herald., 1920-01-15

may be, shall not be obliged to deliver
said stock unless the offers to purchase
the same shall include and cover the en-
| tirety of the offerings under paragraph
~, or all of the holdings under para
graph (2).
"a All certificates of stock shall bear
a brief reference to the rights herein es-
| tablished in the favor of the stockholders.
ARTICLE Val the corporate powers
of this corporation and the management
and control of its affairs shall be vested
in, and exercised by a Board of Directors
composed of three stockholders, a majority
of which shall constitute a quorum for
| the transaction of all business. The Di-
| rectors shall be elected annually by the
stockholders, at a meeting to be held on
the first Monday after the first Sunday
| of each year in the month of January,
said meeting to be preceded by three days
written notice to the stockholders. Each
| stockholder shall be entitled, in person
| or by proxy, to vote for every share
owned by him, and all elections shall be
held under such rules and regulations as
| may be determined by the Board of Di-
| rectors. The Directors, when elected, shall
continue in office for one year, and I'M
| til their successors have been duly elected
and have qualified. No failure to elect
| shall operate the forfeiture of this char
| ter. ANY vacancy occurring on this Board
shall be filed by the remaining Directors
| for the unexpired terms. The Board of
Directors shall, at its first meeting after
its election, select out of its number, a
President, and enc more Vice Presi-
dents, and shall also elect q Secretary
Treasurer, who need not, however, be a
| member of the Board. The President shall
| have the right to appoint and dismiss the
clerks, and other employees of said cor
pOration at pleasure, and as the interest
and business of the same may demand.
J He may exercise this authority by proxy.
| Any Director being sick or absent or about
| to absent himself shall have the right to
appoint by written instrument another
Gtn hnl To naf 10
proxy in his stead, at any and all meet
| ings of the said Board of Directors dur
| ing his absence. The first Board of Di-
rectors of this corporation shall be COM
posed of the following named persons
who shall serve until the election to be
held in 1920, namely: +. Il. Thriffiey
New Orleans, La, 40 shares; w. ii. Cow
ley, New Orleans, La, 10 shares; ]. Il.
Brandner. New Orleans, La, l share.
| ARTICLE VI.-The funds of this cor
poration shall be deposited from time to
| time in bank or banks to be selected by
| the Board of Directors. All checks, notes
or other instruments drawn, executed or
issued, in the corporations name and be-
| half, shall be signed by the President and
| the Vice-President, or the Secretary Treas
| urer. No officer shall thus sign or in
dorse the name of the corporation save
| strictly in its concern.
| ARTICLE Vino stakeholder shall be
held liable or responsible for contracts,
| faults or debts of the corporation, nor
snail any mere ln1Ormallty In It's OrSanl-
zation have the effect of rendering this
charter NULL, or of exposing any stock
holder to liability beyond the unpaid bal
ance due on the shares owned by him.
| ARTICLE VIII.-This act of incorpora-
| tion may be changed, modified, or alterer
| or this corporation may be dissolved, with
| the consent of the stockholders owning
| three fourths of all the stock of this cor
| pOration, at a general meeting convened
| for that purpose, and after at least three
days written notice of this meeting shall
have been given through mail addressed
/ to each stakeholder at his last known place
| of residence. In case of dissolution by the
expiration of this charter, or otherwise,
| the stockholders shall elect a liquidatOr
| from among their own number, who shall
have full authority to settle and wind up
| the business and affairs of the company
The terms and conditions of, and the
compensation for such services, shall be
| fixed at the time of election. In case of
| the death or disability of said commits
| sioner or liquidator before the liquidation
| of the affairs of the corporation, the sue
cessor to fill the vacancy may be appoint
| ed by the stockholders.
ARTICLE IX.-Any and all notices and
| delays provided for by this charter may
be waived by the unanimous consent OF
the stockholders unless prohibited by law.
ARTICLE X.-The names and postof-
flee addresses of the subscribers to the
capital stock of this corporation, and the
number of shares subscribed by each Of
them, are as follows:
f. b. Triffiley, New Orleans. La, $50
shares; W. III. COwley, New Orleans, La,
10 shares; j. T. Brandner, New Orleans,
La, l share.
The above named F. B. Triffiley, in
con Moderation of the shares of stock sub
scribed to by him, hereby agrees to sell,
transfer, assign and deliver to the Herbert
May Company, Inc, all of his right, title
and interest in and to the Schooner Herb
ert May" and has this day executed bill
of sale of said vessel in favor OF the said
corporation. The above named named
Cowley and Brandner hereby agree to pay
for the 20 shares of stock subscribed by
them the sum of one hundred dollars cash
per share.
The Schooner Herbert May" which has
been offered by the said Frank b. Thrift
filey in payment of the stock subscribed,
is valued at the sum of forty nine thous,
and. eight hundred $40, 5000 dollars, and
Is owned by +. II. Triffiley.
Thus done and signed in my notarial
office, at the City of New Orleans, afore-
said, in the presence of Noelie Dubourg
and Alma Bertus, competent witnesses OF
lawful age, and residing in this city, VINO
hereunto subscribe their names together
with said parties and me, Notary, on the
day and date set forth in the caption here
of.
Original Signed)
F. 3. THRIFFILEY,
n. o., La, $50 Shares.
w. III. COWLEY,
N o., La, 10 Shares.
J. II. BRANDNER,
n. o., La, / Share.
Witnesses:
Noelie Dubourg,
Alma BertuS.
HENRY p. DART, JR..
Notary Public.
/ hereby certify that the above and fore
going is a true and correct copy OF the
original on file in my office.
HENRY P. DART, JR.,
Notary Public.
State of Louisiana. Parish Of Orleans.
becore me- the undersigned authority, per-
sonally came and appeared w. III. Cowley
and j. T. Brandner. who being duly sworn,
depose and say: That fifty per cent loO)
of the capital stock of this corporation has
been subscribed, according to law.
w. II. COWLEY.
J. Il. BRANDNER.
Sworn to and subscribed before me, this
End day of December, 1919.
HENRY p. DART, JR..
Notary Public.
Dec. 1S-Jan. %.
AMENDMENT TO CHARTER SOUTH
ERN CABINET AND REFRIGER-
ATOR COMPANY, LTD.