The herald., 1920-04-15
CHARTER.

:.
| for in this charter or which may be trans.
/ fcrred with the consent of the Board OF
! Directors 10 such employee at the time
! of or during employment. Whenever such
! pmployment ceases through Death. rsigna-
| ton. dismissal or otherwise. the Board OF
Directors shall call the stock of tnat per
| son for transfer TO the other stockholders
/ as provided in this charter, but the price
/ to be- paid shall bc book value as per in
ventOry last preceding such call; TIA" said
/ price shall Ice paiG in cash within sixty
siays from such call. No stock held or
ICOutrOllcd 10y such employees shall par
/ ticipatc in any new stock thereafter au-
! thorizcd and issued or in any stock here
after to be issued when sold under the
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 bc closed as of December
| II. 1870. and December 81 1871. in each
| year. from and after March II, 1920. The
| substance of the foregoing provisions shall
/ be stated briefly ana cuSSiCcnilN III or on
| the face of each certificate of stock and
! shall he conclusive evidence and notice
/ to all persons dealing Herewith. The
Board of Directors iS hereby constituted
| the agent of the stockholders for the pur-
| pose of enforcing and carrying out the
! foregoing provisions. The stock of this
/ corporation shall hc transferred on the
books Of the corporation only ON IN" sur
/ render of the certificates properly en-
| dOrsed or in such other manner as may be
| directed by law.
! ARTICLE E.--All the corporal" powers
| vested by law or this charter in corpora
| tiOnS shall be exercised 10y the Board of
| Directors of this corporation. including
| the right to manage, control and direct the
| affairs of the corporation, the corporate
| policy and to sell the corporation or merge
| the same into another corporation, and to
| take in payment of any such sale or mcr-
| ger, cash, bonds, notes or stock of the pur-
| cha sing or merging corporation, or OF
| new corporation created for the purpose.
! without the necessity of referring either
or any of said acts to the stockholders.
! The Board of Directors of this corpora
| ton shall he composed of three stock
| holders, who shall be- elected annually, on
| the first of February of each year. The
| first Board of Directors shall be composed
| Of Eugene y. Garcia, VIM. l.. DAVIS, JOhn
| Z. Sch"uermann, X. ). Landry aud Rene
| Commervillr, who shall hold office until the
| next annual meeting on the first Monday
| in February. 1921. The election of the
| Board of Directors shall he preceded by
| three days written notice to the stock
| holders. delivered in person or sent by
| mail to the address given in the current
| city. directory, unless the address of such
stakeholder shall have been registered with
| the Secretary, and in default of either,
care of General Delivery, New Orleans.
| La. The election shall b" held ut the
office of the corporation at such hour AS
| may be fixed by the incumbent Board of
Directors and under the supervision OF
| three commissioners appointed by the
| same. At such election each stakeholder
! shall he entitled TO one vote for each share
| of the capital stock held by him, and the
| persons receiving the highest number or
| votes cast ut said election shall be- declared
| elected and the Board of Directors thus
elected shall meet and organize as soon
after said election as possible major
ity of the whole Board shall constitute
! quorum and Directors absent or unable
! to attend may authorize Directors present
| to represent them by written proxy filed
with the Secretary and with all me pow
| erS such absenteeS could exercise II pres
/ ent 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
1 ter or thing affecting the general policy,
! property or corporate rights of the cor
| poration shall be adopted only by the vote
! of the majority of stock held by the in
| dividual members of the whole Board OF
! Directors, and proper minute entries shall
he made To show these facts. At its first
| meeting after election or as soon there
! after as PRACTICABLE" the Board of Direc-
| tors shall elect Il President, and one or
more Vice Presidents. and Secretary
| and Treasurer, these last named officers
| need not be stockholders. and the two
| offices may he combined in one person by
| the Board of Directors. The Board OF
| Directors may establish bylaws. rules and
regulations for the government of the cor
pOratiOn, and it may also create commit
| tees for the management of the several
departments of its business. including an
| Executive Committee of not less than three
members of TIA Board, which committee
shall be empowered to exercise all the
functions of the Board of Directors dur
ing the recess of said Board. save those
herein reserved for the full Board. The
Board of Directors shall fill vacancies oc-
curing in this body during the term
thereof. Meetings of the Board of Direc-
tors may he held at such times as shall
be set by the Board itself or at the call
| of the President and ut the request of any
| stockholders.
| ARTICLE VI.-This charter may be
! l. ......
or decreased with the consent of two
| thirds of all of its stock expressed at a
meeting called for that purpose or in any
other way permitted by law.
ARTICLE Widths charter may be
dissolved with the consent of twO-thirdS
| of the issued and outstanding Ncapital
! stock expressed at meeting called for
that purpose. or in any way permitted by
| law. Upon the dissolution of the corpor-
alton by limitation or otherwise the stock
holders shall elect from among their num-
Der one or more liquidatOrs and fix the
terms. conditions and other provisions re-
garding the liquidation. well as the
compensation of the liquidators,
ARTICLE VIlI.-No stakeholder shall
ever be held liable or responsible for the
contracts or faults of this corporation in
any further sum than the unpaid balance
due this corporation on the shares owned
| by him. nor shall any mere infOrmality in
the organization have the effect of render
ing this charter null or of exposing the
unpaid balance.
| ARTICLE IX.-Wherever notice is re-
quired by law or by this charter the same
may be given in writing delivered in
person or sent to the last known address,
as is prescribed in Article V of this char
ter, and twenty four hours will be suffici-
ent for all purposes except where other
wise prescribed by law. Any and all no
tees required by law or by this charter
may he waived by unanimous consent of
the Board of Directors or the stockholders
as the case may be, and such waiver shall
be entered on the minutes of the meeting
to which they apply.
Thus done and passed in my notarial
office in the City of New Orleans, on the
min w. Dart and Elise Ray, competent
witnesses. who have hereunto signed their
names with the said parties. and they
have set out their addresses and the num-
Der of shares held by them and me, No
tary, after reading of the whole.
Original signed.) Eagene 4. Garcia (sev-
enty shares), S21 n. Rampant ST.; William
r. Davis (seventy shares). 1919 n. Ram
shares), 21G Touro ST.: Rene COmmervile
Landry, Jr., (seventy shares), 3245 De-
Witnesses: Benjamin. W. Dart, Elise
Ray.
HENRY p. DART, JR., Not. Pub
/, the undersigned, Recorder of Mort
( cages in and for the Parish of Orleans,
State of Louisiana, do hereby certify that
the above and foregoing Act of IncorpOra-
ton of the Garcia Davis Scheuermann