The herald. [volume] (New Orleans, La.) 1905-1953, 1920-10-21
CHARTER.

elected by a majority vote of Class \ and
class Il stock voting together. should
i've directors be elected. tn" NTH dlrvr
tor shall be- chosen in the same manner.
by "A majority Of Class \ and ta~~ g.
stock voting together. The Stockholders
of Class \ shall hay" tn" night at amy
time 20 MI any vacancy cor EuDanrI'~ of
any of The directors elected toy them, and
the Stockholders Of class L. shall haN.
the right AZ any time 10 MI any NarHur!
or v.trauri,~ OF any ot IA, directors elected
hy them should the dictatorship "l'7 trl
hy tn, majority NOl" of class \ and lass
Il stock. voting together. become vacant.
the vacancy may 10" ulI"d Toy a majority
of class \ and class l. stock, voting '".
-rth,r.
Section This corporation snail Zee
come. "a going concern. and 10" auihurI"."
10 commence or 70 rUutluu" its business
rs soon as SIupvu.nO OF it, capital stock
snail have been paid for. either IN cash.
or It's equivalent. - provided 10y Law. "ud
AN of tn. said Slp'V,EUN of its capital
stock has. in fact been >ubhSrrlh"d ani
paid for az ia" tim" Of the passing oil lut~
act. iu III" manner aud form provided "'
law.
ARTICLE VI-All certificates ot stock
issued 10y this company shall be >Igued
by the President and count"rsign"d 10y au
Other officer Of the company or 10y I'll
rector The stock Of this corporation 'fn
he transferred only on the books ~ the
corporation and subject 10 such rules and
regulations t> may Toe 10y the Board OF
Directors from tlllt 10 TIME liFf~' ll'f'.l
No siurkholdcr shall hc permitted To- sell
or Otherwise dispose OF his stock without
nrSt Offering tn" same. IN writing, 10 the
other stockholders. through the Board 81
Directors At price not exceeding In"
book value thereof AZ the close Of the
last fisval wear. and the said stockholders
shall have the nr~t right and option q"
purchase all Of said shares Of Nto'k 10
he thus disposed OF. and shall haN" a
period Of thirty days in which To accept
or to decline said OfIer. should the stock
holders drclin" to purchas" the said St"' b.
the Board of Directors shall have aud L.
hereby vested with the right and power
tu ACQUIRE. said shares of stock on To-
half of the corporation, and thereafter TO
re- issue or sell thu same. aS IN it, dl-
erection il may determine. Should thu
stur khOldcrS and the directors fail within
thirty days after such offer OF sale shall
have been made to purchase said stock
then the stakeholder Offering to SELL tn"
same may dispose thereof in any manner
and at any price he may see lit, hut each
share of stock * issued and held upon
the condition and understanding that no
stakeholder shall make sale or transfer
of his stock in violation hereof. and such
sale or transfer. il made, shall be void.
and this company shall be under no obii-
cation to list the stock thus transferred
on its books or to regard the holder Of
the certificate thereof
ARTICLE VII-The corporate powers Of
this corporation shall be vested IN and ~
erciScd by 4 Board Of Directors. composed
Of three stockholders. two of whom shall
constitute "A quorum for the transaction ni
business. but said Board of Directors may
b.. increased to five at any time by a ma
iority vote of Glass \ and Class stock
at any meeting annual or special ana
without the necessity Of any amendment
to this charter Should there be four iii.
rectOrs. three shall constitute" quorum
should there be four or more directors
hree shall constitute quorum. The stock
holders may vote in person or by written or
Geographic proxy. given to any other dire
tor OF stakeholder. The directors may dele
gate any of their powers 10 any officer or
officers or other representative of the com
pany by appropriate resolution to that
effect. The first Board Of Directors shall
b" composed of Karl Nrumond. Ludwig
Ethrmaun and Ralph j. SChWarZ. who
/ shall serve until tn" second "Wednesday IN
January 1927 or until their successors are
. elected and qualified. Thereafter the Ill
r,ctOrS shall b" elected annually by the
stockholders at a meeting held on til" $50
/ und "Wednesday in January in each year
after date hereof. Notice of said meetings
shall be given fifteen days prior to the
date. in writing. or 10y telegraph, sent 10
each OF the stockholders At his last know
place of residence. The Board of Direc-
tors may change the date of the annual
meetings To any other date in January
hy written or Geographic notice To that
effect sent at least nftern days before the
date to which said annual meeting has
been changed. directed TO each Sto"kholdcr
at his last known place OF residence. Each
4 NfOt klOtlEr Slau At the annual ct hlh'I
meetings be- entitled, in person. or by writ
| ten or telegraphic proxy, to ON" vote for
/ each share Of stock owned by him. Flee
! tions shall be held under such rules and
/ regulations as may from tim" to time Ice
prescribed by the Board o. Directors. Tn"
directors when elected. shall hold ONO"
for one year. or until their successors shall
! have been elected and qualified. Failure
1 to hold the annual meeting Of stockholders
/ or annually to elect directors shall not OPP
crate the forfeiture Of this charter or any
/ rights Hereunder. The first officers of this
corporation who shall hold office until
the second "Wednesday in January. 1922. or
until their successors are elected ana qual
I fed shall be Ludwig EiSemann. Presi-
dent: Karl NeumOnd. Vice President, and
/ Ralph J SrhwarZ Secretary. The Board
I of Directors, by resolution. may create the
office Of Treasurer, AS a separate ONCE. or
may merge that Office with the oihc" of
Secretary. and may revoke such action
! ARTIVLE IN-Notice or any aud all
meetings referred TO in this charter. or
/ required by law. shall be given in the
manner provided for giving notices in cas-"
/ OF election. unless otherwise made nec">-
| sary under the law. Any StOckhOldrr or
director shall he entitled To waive notice
/ of any meeting.
! In case of dissolution. liquidation or
I termination of this corporation from what
| ever cause. the affairs of this corporation
| shall be liquidated by three liquidators,
unless the stockholders should by a three
/ Il
Der of liquidators shall be named. II any
one liqudator is named, he shall be
elected by Il majority vote of the holders
| Of class and Class II stock voting to-
| gether If two liquidatOrS shall he named,
| one shall be named by Class y stock and
th. other by Class l. stock. II three liqui-
datorS are named. one shall hc named by
! the holders of Class \ stock. another by
| the holders of Class l. stock and the third
/ by the ma jOrity of the holders of Class \
and Class T. stock voting together. In case
| of the death or disability of any liqui-
dItor. his successor shall he chosen i'm the
/ same way. the Office of such liquidatOr TO
| be filled either by the vote of 4 majority
Of the holders of Class \ aud class II
{ stock. or by the respective CLASSES of stock,
a. the ease may be.
The liquidatOrS may be vested with such
/ power and authority as is granted by law,
] or a. the stockholders may specially give
I to them.
/ And said appearer further declared that
/ he is authorized and empowered and iii
I rected to sign and execute all necessary
| acts and proceedings to carry out and
/ to effect the said amendments: and that
| hc does now appear before me. Notary,
! in order to make proper nOtarial record
! OF said amendments and to have same
| recorded as required by law. all Of which
will more fully appear by reference "a
4 certified copy of the minutes of said
| stockholders meeting attached hereto.
| Thus done and passed, in my office. al
] the city of New Orleans. on the day,
1 month and year herein first above written,
| in the presence Of VIM. Mason Smith. Jr.
| who hercuntO sign their names, with the
{ said appearer and me, Notary, after due
/ reading of the whole.
Original Signed
RALPH J. SCHWARZ
J VII. NJ, Moso,, Smith l. Pan