The herald., 1920-02-05
CHARTER.

| stock Of the par value of one hundred
| (s100.00) dollars each. Said stock shall
/ be paid for in cash, or by property, or
services actually rendered to the corpora
| ton or other equivalent of cash as pro-
| vided by law, and in such manner ana at
such times and in such installments as
may be prescribed by the Board Oh d.
rectors.
concern and shall be authorized to com
mence business as soon as fifty per cent
of its capital stock shall have been sub
Scribed and fifty per cent OF all STOCK
subscribed for shall in fact have been
paid for either in cash or its equivalent.
ARTICLE V.-The capital stock OF this
corporation may be increased 10 the sum
of two hundred thousand ($2OOOOOOO) dol
lars by vote of twO-thirds of all the stock
present or represented at special meet
ing called for that purpose or at a reSu'
lar annual meeting of the corporation.
ARTICLE VI.-AIl certificates of stock
issued by this corporation shall be signed
and countersigned by any two OF the
president, vice president and secretary
treasurer.
The stock of this corporation can be
transferred only on the books of the cor
poratiOn and subject to such regulations
and fOrmalities as may be by the Board
of Directors from time to time prescribed
No stakeholder shall be permitted to sell
or otherwise dispose of his stock without
first offering the same in writing to the
other stockholders through the Board OF
Directors at price not exceeding the
book value thereof; and said stockholders
in proportion to their holdings, shall have
| an option and hrst right TO purchase, al
the book value of such stock on December
3lst, last preceding, all the shares of stock
to be thus disposed of by sale or other
wise of any of the stockholders, and shall
have a period of ten days in which to
accept or decline said offer. Should the
| stakeholder decline to purchase said stock,
then such stakeholder is at liberty TO sell
or dispose of the stock, and may do SO In
any manner and at any price he may deem
fit.
| Each share of stock is issued herein
upon the condition and understanding that
no stakeholder shall sell or otherwise
transfer his stock in violation hereof, and
any such sale or transfer If made shall be
void, and this corporation shall be under
no obligation to list said stock on its
books or to regard the holder of the GER
titcate thereof
ARTICLE VII.-The corporate powers
of this corporation shall be vested in and
exercised by a Board of not less than
three nor more than five Directors, at the
option of the stockholders, two to con.
stitute II quorum for the transaction OF
. business should there be three directors
and three to constitute a quorum for the
transaction of business in the event thai
be more than three directors. The di
rectors of the corporation may vote il
. person or by written or telegraphic proxy
, at any OF the meetings of the Board o
Directors; and the Board of Director,
; may delegate any OF its powers to any
, officer or officers or any other representa-
, tive of the corporation by appropriat,
resolution to that effect.
The first Board of Directors of this cor
, poration shall be composed of the follow
ing:
Charles A. kaufman, President; Arthur
, j. Kaufman, Vice-President; Harold Ii
Kaufman, Secretary Treasurer; Sylvan
Neuberger; Ben Beekman, with the follow.
, ing as officers: Charles A. Kaufman, Presi
dent; Arthur j. Kaufman, President
Harold IL. Kaufman, Secretary Treasurer
and they shall serve until the second
Wednesday in January, 1921. or until theiI
successors are elected and qualified.
The Directors shall be elected annually
AT meeting held on the second Wednes-
day OF January in each year after such
date. Notice of said meeting shall be given
fifteen days prior TO the date of said meet
ing, in writing. sent by mail to each
stakeholder at his last known place OF
residence. The Board of Directors may
change the date of said annual meeting
10 any other date, by written notice TO
that effect sent at least fifteen DAYS prior
TO the date to which said annual meeting
shall be changed, directed by mail to each
| stakeholder at his last known place of
| residence.
Each stakeholder shall, at such annual
meeting or other meeting general or spe-
cial, be entitled in person or by written
or Geographic proxy to one vote for each
share of stock owned by him. The cleo
tion shall be held under such rules and
| regulations as may be from time to time
determined by the Board of Directors
| The Directors when elected shall hold
| once for one year or until their successors
shall have been elected and qualified and
stockholders or to elect annually Directors
| shall not operate the forfeiture of this
charter or any rights Hereunder.
Any vacancy occurring in the Board Of
haa L.
4 for the uneXpired term.
ARTICLE V11I.-This charter and act of
incorporation may be changed, modified
altered or amended by and with the con-
sent of three-fourths of all the stock pres
ent or represented at a meeting general
| or special held for that purpose; and such
amendments may be material or imma-
terial, subject only to limitation as may
be by law provided; and this corporation
shall have the right and power to increase
| its capital stock as hereinbefore set out
and any increase of the capital stock in
excess OF the amount named herein as
the amount to which the capital stock
may be increased may be made by a three
fourths vote of all outstanding stock.
ARTICLE 1X.-Notice of any and all
meetings referred to in this charter OF
required by law shall be given in the
manner provided for. giving notices
in the case of election Of directors or by
publication of such notice for fifteen DAYS
TO such tha meeting IN any daily
unless the notice of such meeting shall
have been waived, the stockholders and
directors having the right by this charter
TO waive notices at any time and for any
meeting.
ARTICLE X.-IG case of the dissolu.
ton. liquidation or termination of thi,
charter, by limitation or otherwise tn,
affairs of the corporation shall be iiuui
; dated by one or more liquidators elected
by two-thirds vote of the stakeholder,
who may provide the number of sale
1qu1dators and vest them with such power
, and authority as may be by law permitted
Z hxing the terms and conditions upor
/ which they shall serve and their com
pensation, and provide that in case o
1 death or disability of anyone of sal,
li9uidators. the remaining liquidators ma,
NIL the vacancy or continue to act on he
7 half of the corporation.
Il ARTICLE XI.-No stakeholder of tbi
: corporation shall be liable or responsible
: for any costs. contracts. debts or fault
a OF this company Or any of it's officers no
, shall any mere informality in organization
have the effect of rendering this charte
null and void or of exposing n stock
holder to any liability beyond the unpai,
I balance due on the stock held by him.
. ARTICLE XII-The subscribers heret,
, have written opposite their names tn,
1 number of shares subscribed to by eacl
one OF them, and their post Office addresses
so That this charter may serve as sub
> scription list; all of which substitution,
) are payable In the manner and form Sc
, out herein. and as provided for in Ac
267 of the General Assembly of the Stat.
? of Louisiana of 1914
, Thus done and passed at my Office n
the City of New Orleans, La, on the day