The herald., 1920-06-24
CHARTER.

nIhn, Ne" orleans, La; Jullan bernard
Newman, New Orleans, La. Simon J.
Shwartz, New Orleans, La; Emile We'll,
New ORLEANS La; Edwin A. Neugass,
New York City. n. Y; l.. Carroll Root,
New Orleans, La.
ON the first Monday of February, 1921.
and annually thereafter. an election shall
be held by the stock EOlders for IA Board
vi directors. Such annual election shall
be preceded by fifteen days written
notice to each stakeholder. delivered in
person or sent by mail to the address
given IN the current city directory, un-
less the address of such stock holder
snail have been registered with the sec
rotary. and in default of either, care of
General Delivery, New Orleans, La. The
election shall be 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 two commits
siOners appointed by the same. This
election may also ze held by ballot or
viva YOce, as agreed upon by those pres
ent. At such election each stakeholder
shall be entitled to one vote for each
share of the capital stock held by him,
and the persons receiving the highest
number of votes cast at said election
shall be elected, and the Board of hi
rectors thus elected shall meet and or
game as soon thereafter as possible.
The failure to hold an election, how
ever, shall in no manner affect the va
lidIty of the organization of the corpora
'ion or IT'S corporate acts. and the Board
and officers in office shall hold their
offices until their successors have been
elected and qualified
\ majority of the whole Board shall
constitute qu< IN, and directors alb
sen, or unable sttend may authorize
written proxy flied with the secretary.
and such proxy directors shall possess
all the powers ShCh absenteeS could en-
ercise If presehg in person. This proxy
may be given Oy wire or letter.
At its first Jreeting after election, or As
soon thereafter AS practicable, the Board
OF DirectorsosA II elect a president. and
one or. more t,e,presidents. and a see
named officers } .eed not be stockholders,
and the said tyo' offices may be com
Dined in one person by the Board of hi
The Board of Directors may provide
for II meeting fee. to he paid to its mem
bers, whether salaried officials or other
wise
The Board of Directors may establish
bylaws. rules and regulations for the
government of the corporation. and may
also create committees for the manage
m"nt OF the several departments of its
business, including an Executive Com
mittee of not less than three members of
the board, and said executive committee
shall he empowered to exercise all the
functions of the Board of Directors dur
ing the recess of said board. The Boa rd
ring in its body during the term there
of. Notices of board meetings may be-
verbal or written. and meetings of the
board may be held at such times as
shall be set by the board itself or ut the
call of the president and at the request
of any two stockholders.
ARTICLE Nll.-Whcreyer notice is re-
quired by law or by this chatter. the
same may be given in person or at the
recorded or last known address. as is |
prescribed in Article VI of this charter |
for all purposes except where otherwise |
prescribed herein or by law. Any and |
all notices required by law or by this
charter may be waived by unanimous |
consent of the Board of Directors or the |
as the case may be. and |
such waiver shall be entered on the min
Such waiver may be in writing. by wire
Or orally at the meeting, and meetings
may be held hereunder at such place as
may be agreed upon.
ARTICLE NIll.-This corporation shall |
nave power and authority to do business
N any state or territory or possession of
he United States of America or in any for
ign country, and shall have the right to
'reate agencies or branch offices for the
conduct of its said business at any place il
nay elect.
ARTICLE IX.-This charter may be
altered or modified. or the capital
stock increased or decreased, or the cor
DOratiOn dissolved at a meeting of the
duly called for that purpose
md In such manner as may be permitted
~ the laws of Louisiana, now or hereafter
ARTICLE X.-Upon the termination of
he charter or upon the dissolution of the
corporation, its affairs shall be liquidated
" three commissioners, elected or appoint
d in the manner provided by any law of
louisiana. now or hereafter enacted. In
he event of death or resignation of any of |
aid commissioners, the survivors or sur
ivOr shall continue to act, with all the
lowers and authority of the full body.
laid commissioners shall be vested with
lower and authority to do all things
necessary or permissible under the bowers |
onferred on them by their appointment
II under the law TO wind up the business
4 the corporation, to sell and convey its
property at private or public sale, to re-
luce its assets to money and distribute
anne among its stockh Olders, and to liqui-
ate the corporation.
ARTICLE Nl-NO stakeholder shall ever
e held liable or responsible for the con
racts or faults of this corporation in any
urther sum than the unpaid balance due
D this corporation on the shares owned by
i'm, nor shall any infOrmality in Organiza-
ION have the effect of rendering this char
n null. or of exposing the stakeholder to
ny liability beyond such unpaid balance. '
So that this charter may serve also the
urpose of a subscription list. the under
gned organizers of this corporation have I
subscribed for stock herein in
he number of shares and amounts re-
Dectively set opposite their signatures. J
nd have attached their several addresses
the same.
Thus done and passed at my office in
lie City of New Orleans, Parish of Or {
ans, State of Louisiana, in the presence I
Harry Hardie and John Dart, cOmpe-
mt witnesses, who have signed these pres "
ats with said appearers and me, notary, S
fter due reading of the whole. :
Witnesses: 4
Harry Hardie. :
ohm Dart.
(signed) HENRY z. DART. JR.. !
Notary Public.