The herald. [volume] (New Orleans, La.) 1905-1953, 1920-04-29
CHARTER.

for in mis- charter or which may be trans
ferrpd with the consent OF the board OF
Directors to such employee at the time
of ar during employment. Whenever such
pruDloyulrut ceases through death, rrNl-ha-
ton. dismissal or otherwise, the Hoard OF
directors shall call the stock OF mat per
son for transfer to the other stockholders
aS provided in this charter, but the price
TO be- paid shall be- book valu" as per IN
yrutory last preceding such call: IN" SaIl
price ftall be pale IN cash Wlthih SlAlE
DAVIS from such call. No stock h|ld or
controlled by such employees >hall par
tiripatr in any new stock thereafter an
thorizyd and issued or in any stock here
after 10 he issued when sold under III"
preceding provisions. unless with the con
sent of the Board Of Directors expressed
by resolutions entered on the minutes. FOR
the purposes of this article. the inventory
and books shall be closed as Ot december
n 1920 and December 81. 1921. in each
wear. from aud after March II. 1920. Tn"
substance of the foregoing provisions snail
be stated briefly and ru>>l""nlly III or on
the face of each certificate 81 Stock aHu
shall he conclusive evidence and notice
To all persons dealing herewith. The
Board of Directors il hereby constituted
the agent of the stockholders for the pur-
pose of enforcing aud carrying out m"
foregoing provisions. Til" stock of this
corporation shall! hr transferred On IN"
book, of the corporation only On the sur
render of the certificates properly en-
dorscd or in such other manner aS may be
directed 10y law.
ARTICLE All the corporate powers
vested by law or this charter in corpora
tionS shall be- exercised by the Board Of
Directors Of this corporation. lncludlnG
I'M, right TO manage. control and direct the
affairs of the corporation, the corporate"
policy and To sell the corporation or mcrS"
the same into another corporation, ana 10
TAKE, ina paymFnt Of any such sale or mrr-
ger cash bonds notes or stock of the pur-
chasing or merging corporation. or OF a
new corporation, created for III" purpose.
without tn" necessity Of referring either
or any OF said acts TO The stockholders.
The I.oird oi Directors ~ this corpora
ton shall be composed of five stock
holders. who shall be elected annually, on
the first of February of each year. me
first Board Of Directors snail br composed
nT Eugene A. Garcia. WIN. l.. Davis, John
T. Srh.urrmauu. H. ;. Landry aud R"n"
Commryillc who shall hold office until "a"
next annual r-r"tIn- on III" iir>t Monday
in February. 1921. III" election OF me
Board OF Directors shall be- preceded by
three days written notice TO the stock
holders delivered in person or sent by
mail 20 the address given IA the current
city directory. unless the address OF >uch
nckholdrr shall hdV" been registered with
the Secretary. and in default Of either,
care Of General Delivery. New Orleans.
La The election shall lac held at the
Office nf the corporation Al such hour as
may he fixed by the Incumbent Board ~
Directors and usier the supervision or
three commissioners appointed by Ihe
same. NJ such erection titn Slo'hhplh'l
shall be entitled to one vote for each share
of thc capital stock held by him. ANA the
PERSONS receiving the highest number OF
votes cast at said election shall be declared
elected and the Board of Directors thus
elected shall meet aud organize rs soon
after said election as possible. major
ity of the whole Board shall constitute a
quorum, and Directors absent or unable
to attend may authorize Directors present
to represent them bv written proxy filed
with the Secretary and with all the pow
crS such ab>eutcC> could exercise II pres
pnt in person All routine business mat
tiers shall be decided by the majority vote
of the quorum present at such meeting
Notwithstanding anything in this charter
or the law to the contrary, but any mat
ter or thing affecting the general polcy
property or corporate. rights OF the cor
pOration shall be adopted only by the vote
of the majority of stock held by tn" IN,
dividual members Of the whole HOhrd OF
Directors and proper minute entries shall
he made To show these facts. At Its tlrst
meeting after election or as soon there
| after ~ practicabl" the Board of Hirec'
/ tors shall elect u President and one OF
more Vice Presidents. and secretary
| and Treasurer. these last named Officers
| need not be- stockholders. and the two
! offices may be combined in one person by
| the Board of Directors. The Hoard OF
Directors may establish bylaws. rules ana
| regulations for the government Of the cor
pOratiOn. and it may also create commit,
| tees for the management OF IN" >eNera
/ departments OF lis business, lh'ludluE III
Executive Committee of not less than thre'
| members of tn Board. which committee
| shall be empowered to exercise all the
| functions of tn" Board of directors dur
| ing the recess of said Hoard: save thos'
| herein reserved for the full Board. The
| Board of Directors shall fill vacancies oc
| curing in this body during the tern
| thereof Meetings of the Board of Direc
tors may he held ut such times rs sinai
| he set by the Board itself. or nj the cal
| Of the President and at the request of any
! stockholders.
! ARTICLE VI.-This charter may b.
! amended and the capital stock Increased
! or derrca Spd with the consent OF two
| thirds of all Of its stock expressed AT
| meeting called for that purpose or in an!
other way permitted by law.
ARTICLE VII-This charter may b.
| dissolved with the consent Of two-thlrd
| of the issued and outstanding capita
| stock expressed nj meeting called 10
| that purpose or in any way permitted b,
| law. Upon the dissolution Of the cOrpor
| alton by limitation or otherwise the stock
| holders shall elect from among their mum
her one or more liqudatOrs and fix tn
! terms conditions and other provisions re
| garding the liquidation. well as tn
compensation Of the hquidatorS.
ARTICLE VIII.-No stakeholder shall
| ever be held liable or responsible for tn
! contracts or faults of this corporation Il
any further sum than the unpaid balanc
due this corporation on the shares owne
by him, nor shall any mere lnformallty !
the organization have the effect OF render
ing this charter null or of exposing I'll
stockholders to any liability beyond an
unpaid balance.
ARTICLE IN.-Wherever notice is re
auired by law or by this charter the sam
may be given in writing delivered
person or sent to the last known address
as is prescribed in Article Of this char
ter and twpnty-fOur hours VIII he Suffici
: ent for all purposes except where other
wise prescribed by law. Any and all nc
tices required by law or by this charte
may he waived by unanimous consent Q
the Board of Directors or the STOCKHOLDERS
as the case may he. and such waiver Sha
be entered on the minutes of the meetin
to which they apply.
Thus done and passed in my notaris
| office in the City of New Orleans. on IN
date aforesaid. in the presence of BenJa
min w Dart and Elise Ray. cOmpeter
witnesses who have hereuntO signed thei
names with the said parties, and the
have set ont their addresses and the nun
Der of shares held by them. and me. NJ
tary, after reading of the whole.
Original signed0 Eugene A. Garcia (se'
} enty shares), S21 y. Rampant St; Willial
X. Davis (seventy shares), 1913 y. Ran
part ST.: JnO. +. Scheuermann fort
Shares). 210i TOuro St, Rene Commeyill
Thirty shares). 2el5 Dumaine ST.; II.
Landry, Jr., (seventy shares. 324o De
Soto st.
Witnesses: benjamin W. Dart, Ellis
HENRY =. DART. JR.. Not. Pub
l. the undersigned. Recorder of Nor
cages in and for the Parish of Orlean
state of Louisiana. do hereby certify tn;
the above and foregoing Act of lncOrpOri
ton of the Garcia-Da -Scheuerman