The herald. [volume] (New Orleans, La.) 1905-1953, 1920-07-22
CHARTERS.


annual or semi-annual statement or
report of the corporation and the last
monthly trial balance preceding the
date of such notice. and the value
thus found and established shall con-
Stitute the value and price OF Sdld
stock II within twenty-four hours
after such notice, the owner. his
agent or representative. does not Join
with the Board in establishing the
price or value of the stock, the Board
may proceed without further delay TO
fiN the said value, using the report
and trial balance aforesaid Tor that
purpose. which writings are declared
TO be conclusive evidence for and
against all parties in interest IN Inc
premises, whether the value Is eStab-
/ liShcd by the joint act Of the owner.
his agent. widow, heirs or representa-
tive or by the Board of Directors act.
iE- in default Of the cooperation "f
said person or persons. Upon the re-
ceipt of the offer or acceptance of any
shareholder to purchase said stock and
upon obtaining guarantee satisfactory
| To said Board for the price thereof,
| the Board of Directors shall thereup0n
give notice TO the owner of the stock,
| his agent or representative, and be
| fore the expiration Of the period of
| eighty days aforesaid. shall call in the
| certificate or certificates representing
such stock and pay the price or value
! thereof and cause the same to be
! transferred on the books of the cor
| poration.
! 90 The preference. option and right
| o. purchase heretofore vested by para
| graph | in the other shareholders snail
| exist in full force and effect in their
| favor to acquire the shares of stock
! Of deceased stakeholder. and the for
| malitieS and course of procedure. the
| terms. conditions, StlpulatlonS and de-
| lays hereinahove established in said
| paragraph shall apply in all respects
| TO the procedure 20 be followed in case
/ Of death. Immediately upon receipt
| of information of the death OF any
| shareholder, il shall he the duty of
| the Board of Directors TO cause the
out and enforce these provisions.
go The preference. option ana right
Of purchase hereinabOve established
| shall run in favor of each shareholder
| Of record for his virile share in pro-
portion to his existing holdings in the
stock. but should any shareholder fail
To exercise his right in this regard,
his rights shall pass 10 and be absorb
ed by the other shareholders, provided
that the owner, his widow. heirs or
/ legal representatives, as the case 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 offering under graph
| /. or all of the holdings under para
| graph ,.
Cd All certificates of stock shall
bear a brief reference to the rights
herein established in the favor of the
| Stockh older.
| ARTICLE V.-AIl the corporate pow
ers of this corporation and the man
ldgemeut 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 Direc-
tors. shall be elected annually by the
| stockholders, at meeting to be held
on the first Monday after the first
January. said meeting to be preceded
, by three days written notice to the
stockholders. Each stakeholder shall
| be entitled, in person or by proxy, tO
"a 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 Directors
: The Directors when elected. shall con-
2 tinue in office for one year, and until
their successors have been duly elect
elect shall operate the forfeiture ot
this charter. Any vacancy occurring
4 on this Board shall be filled by the re
naming Directors for the unexpireC
. term. The Board of Directors shall
. at it's first meeting after it's election
i select out of its number. President
and one or more Nice-Presidents, an,
i shall also elect Secretary-Treasurer
n who need not, however, be a member o.
the Board The President shall hdv,
n the right to appoint and dismiss tn,
! clerks and other employees of sal,
. corporation at pleasure, and as the in
n terest and business of the same ma!
n | demand. He may exercise this author
" ity by proxy. Any Director being sicl
r or absent, or about to absent himself
V shall have the right to appoint, b
), ! written instrument. another Directo
: or stockholders to act as his prox
n in his stead. at any and all meeting
o of the said Board of Directors, duT:n
= such absence. The first Boari Of Di
rectors of this corporation shall b
composed of the following natn"1 per
u sons. who shall serve until The cleo
i ham Frankei. New York City, Ne1
/ York; William II. Cowley New Or
e leans Louisiana, and T. ]. Brandnel
=, New Orleans. Louisiana.
II ARTICLE VI-The funds of this cor
L poration shall be deposited from tim
m to time, in bank or banks to be Sc
rs lected by the Board of Directors. A
10 drawn. executed or issued, in the COZ
re- poration's name and behalf shall b
lie signed by the President and the Vice
70 No officer shall thus sign or endors
n the name of the corporation saw
p strictly in its concern.
l. ARTICLE Vino stockholder sha
ID be held liable or responsible for cor
I'd tracts, faults or debts of the corpora
Id ton, nor shall any mere informalit
Id in its organization have the effect
posing any stockholder to liability BE-
M yond the unpaid balance due on I'll
IN shares owned by him.
lie ARTICLE VIII.-This act OF inco
lie poration may be changed. modified
Of altered, or this corporation may
IN dissolved, with the assent of the STOCK
e, holders owning three -fourths of all N
lie stock of this corporation, at a gener;
e. meeting convened for that purpos
-e and after at least three days write
ne notice of this meeting shall have bee
L. given through mail, addressed to eaC
IN stockholder at his last known DlaC
ed OF residence. In case of dissolution
in the expiration of this charter. or oil
lie erwise, the stockholders shall elect
n liquidator from among their own nun
a Der, who shall have full authority
d. settle and wind up the business al
n affairs of the company. The terms ar
n conditions of, and the compensate
ne for such services shall be fixed at Il
rh time of election. In case of the deat
IL or disability of said commissioner
re liquidator before the liquidation of Il
90 affairs of the corporation, the succe
n sor to fill the vacancy may be a.
RS pointed by the stockholders.
On ARTICLE IX.-Any and all motto
er and delays provided for by this cha
ne ter may be waived by the unanimol
he consent of the stockholders unless pr
I'd hibited by law.
Nv ARTICLE X.-The names and DO
"a office addresses of the subscribers
" the capital stock of this corporate
Ill and the number of shares subscrib,
sh by each of them, are as follows: ABR
ne ham Frankel, New York, ~. Y, IA
hs shares; William H. Cowley, New o
leans. La, 1 share; T. J. Brandne
New Orleans, La, 1 share. The abo'
rs named Abraham Frankel. in conside
- alton OF the shares of stock subscribe
70 to by him. hereby agrees to sell, tran
ne Ter. assign and deliver 20 the Frens