The herald. [volume] (New Orleans, La.) 1905-1953, 1920-02-05
CHARTER.


and a majority of the votes cast shall
elect.
Any vacancy occurring among the di-
rectors of said corporation by death, resig-
| nation or otherwise shall be filed by cleo
| ton for the unexpired term by the re-
naming directors.
Failure to elect directors on the day
above specified shall not dissolve the cor
| poration nor impair its corporate exist
ence and management but the directors
| then in office shall remain in Office until
| their successors are elected and qualified.
The Board of Directors at its first meet
| ing shall elect from its own number a
Chairman of the Board, a President and
one or more Vice Presidents. They shall
also elect a Secretary and a Treasurer,
| or one person to act as both Secretary and
| Treasurer, either of whom may or may not
be a member of said Board.
The Board of Directors may from time
| to time name and appoint all such other
| officers Including one or more Vice Pred-
dents not members of the board OF d.
rectors), and agents as 1t may deem neces-
| sary for the purposes and bushes Of said
corporation. The said board shall have
power and authority to fix and define the
duties Of every officer and employee and
all officers and employees shall hold Office
and employment at the pleasure of the
board.
| At all meetings of said Board Of Di-
| rectors each director shall have the right
| to appoint from amongst the directors a
proxy to act in his place and stead.
Said Board may make and establish, as
| well as alter and amend, any and all such
bylaws. rules and regulations necessary
| and proper in its judgment for the con.
| duct and management of the business and
| affairs of said corporation. The Board
| of Directors shall have full power and
| authority to borrow money, to execute
| mortgages and to create liens; to issue
| bonds, notes and other obligations and to
| secure same by mortgage, pledge or other
wise; and generally to do any and all
| things reasonable, convenient and neces-
| sary for the proper carrying on of the
business and affairs of said corporation
| and. in it's discretion, to create and select
| an Executive Committee to be composed
| Of five (5) of its members, to which Com
mittee the Board of Directors may grant
all or any of its powers to be exercised
| during the interim between meetings OF
| the board itself.
! Said Board may issue frll paid shares
| of stock for cash or in payment of labor
| or property actually received by said cor
poration, upon complying with the formal
| tiles required by law.
| The Board of Directors shall not have
/ the power to sell all or practically all OF
| the assets of the corporation as an en-
| tirety.
| ARTICLE VI-This act of incorpora-
| ton may be modified. changed, altered OF
| amended. or this corporation may be dis
solved with the assent of two-thirds OF
| the outstanding stock of this corporation
| given and obtained at a general meeting
| of stockholders convened for such pur-
poses, or any of them. after notice of such
| meeting shall have been given to each
| stakeholder by registered mail. addressed
| to him at his last known place of resi-
| dence and deposited in the mails of the
| United States at least fifteen (15) days
prior to the date of said meeting. unless
| other notice be prescribed by law, In
which event. notice shall be given in con-
formity to law.
Any changes proposed or made in refer
| ence to the capital stock of this copora-
| ton shall be so made in accordance with
| the laws in force on the subject of in
| creasing or decreasing the capital stock
of the corporation Of the character hereby
| created.
| ARTICLE VII.-Whenever this corpora
ton may be dissolved, either by Limitation
or from any other cause. its affairs shall
| be liQuidated by four az commissioners
two of whom shall be selected from
among the holders of the preferred stock
by majority of the preferred stock, ant
| two of whom shall be selected from
among the holders of the common stock
by a majority of the common stock, pres
ent or represented at a general meetini
convened for the purpose as above pro
vided and after due notice; the said com
missioners shall remain in office until tn
affairs of said corporation shall have beef
fully liquidated. In case of the death o
resignation of any one or more of SAT-
commissioners. the vacancy or vacancie
i shall be filled by the survivor of the sam
: class. In the event of any disagreement
among said commissioners, the action o
the majority shall control and prevail
Said commissioners shall have all power