The herald., 1920-04-01

1870. filed III TINS Once. on the l'th
day of January, 1920 and recorded in
Rock Record Of Charters No. oG. folio
.... and the said corporation il hereby
| dissolved
Ey order Of the Board Of Directors.
ENi29
CHARTER.
! Directors shall call the stock of that per
| son for transfer to III" other stockholders
| IT. provide in this charter. hut the price
| to hr paid shall be book value as per in
| Vrutory last preceding such call, the Sald
/ price shall be- paid in cash within sixty
! DAYS from such call No stock held or
| controlled by such employees shall par
| ticipatr in any new stock thereafter au-
| thuriZrd aud issued or in any stock here
| after to he issued when sold under the
| preceding provisions, unless with IN" 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 he closed as Of December
| n 1870 and December 81. 1921, in each
year. from and after March II. 1870. The
! substance of the foregoing provisions shall
| be- stated briefly and cusSiccntly i'll or on
| the face of each certificate OF stock ana
| shall be conclusive eYidenc" ana notltt
| to all persons dealing Herewith. the
Hoard of Directors Is hereby constituted
TIN. agent OF the stockholders Tor the pur-
pose of enforcing and carrying out TN"
foregoing provisions. The stock of TINS
| corporation shall be- transferred ON the
| render Of the certificates properly en-
| dorsed or in such other manner a. may he
| directed by law.
|. ARTICLE V.-An the corporate powers
| vested by law or this charter IN corpora
| tions shall he exercised by the Board Ol
directors OF tins corporation. includlhS
the right to manage. control ana direct IN"
affairs of TIA" corporation, the corporate
policy and to sell the corporation or merge
M. SANE. into another corporation. ana To
take in payment uT amy such sale or mrF-
ger. cash. bonds, notes or StyCk OF the puf-
chasing or merging corporation. or oI Il
| upw ,orporaIiOn created for the purpose.
without the necessity Of referring either
or any OF said acts TO thc stockholders.
The Board of Directors of this corpora
tiun shall Ice composed OF three STOCK
holders Who shall be elected annually on
the first of February ut each year. Inc
first Board Ot Directors shall be composed
of Eugene \. Garcia, VIM. l.. Davis. John
| H. Srnrucrmanu. X. :. Landry aud Ken"
| CommrrvIllr. who shall hold office until the
| next annual meeting on IN" flr>i MohuaA
| in February. 1921. The election OF Ia"
| HoHrd of directors shall he preceded 10y
| three DAYS written notice to the stock
| holders delivered in person or sent 10y
| mail to the address giych IN the current
| city directory. unless the address OF Nuci
| STAKEHOLDER shall have been registered Win
| the Secretary. and in default "t either
| care of General Delivery, New orleans
La The election shall he held AT tht
| office of the corporation at such hour a.
| may Ice fixed by the incumbent Hoard oil
| Directors and under the supervision ol
three commissioners appointed by th'
| same Al such erection each >tOckhOldcl
| | shall he entitled to one vote FOR each share
| of the capital stock held by hlm ana th'
| persons receiving the highest hnllotr o
votes cast at said election shall De declared
| elected and the Board of Directors thus
| elected shall meet and organize aS Sool
| after said election as possible. y MAJOR
| ity of the whole Board shall constitute
| quorum. and Directors absent or UNABLE
| to attend may authorize directors preSch
| to represent them by written proxy ill''
| with the Secretary and with all the pow
erS such abSentepS could exercise II pres
ont in UprSon. All routine business mat
ters shall be decided by the majority Eot
of the quorum present at such meeting
| Notwithstanding anything in this chaftt
or the law to the contrary. but any mat
ter or thing affecting the general pOllcH
property corporate rights OF th' COT
poratiOn shall be adopted only by the vol
of the majority of stock held by III" IN
diyidual members of the whole BOard 0
Directors, and proper minute entries sna
be made to show these facts. Al lis hrs
| meeting after election or as soon there
- after as practicable the Board of plre'
/ tors shall elect Il President. and one O
more Vice Presidents. and Secretar
. and Treasurer. these last named Object
nj need not be- stockholders, and the tw
ne offices may be combined in one person d
:; the Board of Directors. The Board
~ Directors may establish bylaws, ruieS IN
Il | regulations for the government OF the COZ
III poration, and il may also create comm
IN tees for the management Of the SeSeri
NJ departments of its business. including a
,n Executive Committee of not less than thr'
X members of TIA, Board, which commit,
II shall be empowered to exercise all u
functions of the Board of Directors du
lis ing the recess of said Board, save tho'
D. herein reserved for the full Board. I'll
ed Board of Directors shall fill vacancies o.
y curing in this body during the ter
ok thereof. Meetings of the Board OF DIRE
he tors NAV be held at such times as sha
~ be set by the Board itself, or at the ca
of of the President and at the request OF ar
II stockholders.
AT ARTICLE yI.-This charter may
amended and the capital stock increas,
Is or decreased with the consent Of tw
If thirds of all of its stock expressed AT
to meeting called for that purpose or in al
ok other way permitted by law.
nG ARTICLE vII,-This charter may
en- dissolved with the consent of two-thlr'
'rH of the issued and outstanding capt.
le55 stock expressed at meeting called 1
rI that purpose, or in any way permitted
nu law I'pon the dissolution of the corpo
,hl alton nv limitation or otherwise the StOc
,o holders shall elect from among theIr hu
10 Der one or more liquidatorS ana Tx I
81. terms conditions and other provisions
~ Sarding the liquidation, as well rs l
TO conversation of the liquidators.
70 ARTICLE VIII.-No stakeholder sh'
The ever be held liable or responsible for I
nm | contracts or faults of this corporation
any further sum than the unpaid balah
,so dus this CORPORATION on the shares own
mr. | nv him nor shall any mere lntOrlnalltH
~ the organization have the effect OF rend'
The ing this charter null or of exposing I
ali stockholders to any liability beyond II
re- unpaid balance.
der ARTICLE IN.-Wherevcr notice. Is
ion ouirrd by law or by this charter the sal
ing may be given in writing delivered
sed nerson or sent to the last known adore
ice as * prescribed in Article of this en-
II ter. and twenty-fOur hours will be sufil
OrS emf for all purposes except where oth
ok wise prescribed by law. Any and all
owe ticps REQUIRED by law or by this char
ted may he waived by unanimous consent
aid the Board of Directors or the stockholu
YES AS the case may he. and such waiver 81
so he entered on the minutes OF the hleetl
ION to which they apply.
OF Thus done and passed in my notaG
OF office in the City Of New Orleans, on
me date aforesaid. in the presence OF Zen
IN min ". Dart and Elise Ray. compel
tne witnesses who have hereuntO signed IN
10 | names with the said parties. and u
ate have set out their addresses and the nll
ou Der of shares held by them. and me,
49, tary/ after reading of the whole.
fiji (Original signed.) Eugene A. Garcia Is
bed | enty shares). S21 n. Rampart 81. Win
ms. g. Davis (seventy shares), 1219 \. Is
OF | part ST.; Jno. p. Scheuermann to
ime shares), 2io4 Touro St.: Rene Commerv
uch Thirty sharcs), 2217 Dumaine St; X
ma Landry. Jr., (seventy shares)' $40