The herald., 1920-10-28
CHARTER.

f,rr.d without first offering the same to .
tn, stockholders of record. who shall have
The first right 90 purDhaN" same ~ ~"
price demanded by 'h, owners. or 80 fh'
price of amy bona fidr offer thereof. hut
should the parties be- Undhl" 20 ACRE" upon
the price. then the said stockholders shall D.
have tho. absolute first right 10 buy fH' .
sam" for cash NJ th" book valu" thereof
IT'S shown by or established on th" semi
annual or annual statement of The corpora F.
ton last preceding such offer, and 'hl~ b,
valuation shall be courlusjN" evidence for
this purpose. No sal" shall %" valid 4.
against other stockholders until an Offer
to sell has been mad" in writing to IN
BOARD of Directors for the Us" and benefit /
/ Of The, other stockholders. which shall inn.
| modiatcly notify the latter thereof. ana 4
( they shall have fifteen days from such ]
notice 10 accept tn" same or To make
counter offer as h"reiuahoyc prescribed. /
/ for the same stockholders shall have IN" /
+ right to buy such shares in proportion 10 |
: their holdings and any proportion not thus
taken may be taken by any or the Others |
/ There shall be printed in tho body Of each /
/ certificate Of stock. This stock * accept /
; ed. held and can be transferred only upon /
conditions named in Article VI OF the
charter of this corporation No trans
fer Of stock of this corporation shall be |
/ binding upon the corporation unless. and |
until the same is transferred on the books !
Of the corporation.
I ARTICLE VII-The corporate powers
of this corporation shall be vested in and !
exercised by a Board of Directors com
posed Of not less than four and not more
/ than five stockholders. three of whom shall
constitute a quorum for the transaction Of
business. The Directors Of this corpora
ton may vote in person or by written
proxy at any of the meetings of the Board
! of Directors and the Board Of Directors
may delegate any of its powers to any
officer or officers or any other representa-
tive of the Company by appropriate reso,
luton to that effect. The first. Board of
Directors of this Company shall be com
posed of the following: Abraham f.
Massman, New Orleans, La; Ludwig
Eisemann. New Orleans. La; Sol. Mass
man. New Orleans, La; Morris b. Red
mann. New Orleans, La. with A. r. Mass
man as President L. Eisemann as Vice
President Morris Il. Redmann as Secre-
tary Urea surer. and they shall serve I'M
til the second Tuesday in January. 1921,
or until their successors are elected and
qualified The Directors shall be elected
annually by the stockholders at a meeting
held on the first Tuesday Of July in each
wear thereafter. in conformity with. the
, provisions of Article " of this charter.
A fifth Director of this corporation may
he elected by the unanimous consent of
all the Directors OF this corporation. TO
hold office for and during the continuance
of the term of office Of the Board of hi
rectorS which so unanimously elects him.
| 4 fifth Director of this corporation may
be elected by the stockholders of this cor
pOration by the unanimous consent OF all
the Glass A and Il stock present or repre-
scented at a special meeting called for that
: purpose or at the regular annual meeting
of the corporation. Such annual election
shall he preceded by fifteen days written
! notice to each stakeholder, delivered in
d person or sent by mail to the address given
T in the current city directory, unless the
. address of such stakeholder shall have
been registered with the Secretary. and
I in default of either. care OF General De
) livery. New Orleans. La. The election
: shall be held at the office Of the corpora
4 ton. at such hOnr may be fixed by the
n incumbent Board Of Directors, and under
!. the supervision of two commissioners ap-
=. pointed by the same. This election may
: also be held by ballot or by viva yOce, as
!. agreed upon by those present. Each stock
q holder shall at such annual meeting or
: other meeting. general or special. be en-
. titled in person or by proxy to one vote
q for each share of stock owned by him.
g Elections shall be held under such rules
- and regulations as may from time to time
j. be determined by the Board of Directors.
u The Directors, when ekcted shall hold
n office for one year, or until their success
q SOrs shall have been elected and qualified
+ and failure to hold the annual meeting of
l. stockholders, or TO elect annually the Di-
: rcctOrs, shall not operate the forfeiture OF
this charter or any rights hereunder. Any
II vacancy occurring In the Board of Di-
d rectors may be filled by the stockholders
d of the class from which the former hi
p rector was elected for the unexpired term.
ARTICLE yIII.-This charter or act of
= incorporation may be changed, modified.
" altered amended by and with the con
sent Of twO-thirds of all the stock present
at any meeting, general or special, held
l. for that purpose; and such amendment
IS may be material or immaterial, subject
d only to limitations as may be by law
K provided; and this corporation shall have
: the power to increase or decrease its cap
u ital stock as hereinbefore set out, and any
= increase in capital stock in excess OF the
I amount named herein the amount ~
/ which II may be increased may be made
by a three-fourths vote of all outstanding
!" stock.
l. ARTICLE IX.-Notice OF any and all
- meetings referred to in this charter, or
d required by law, shall be given in the
z manner provided in giving notices in ease
r Of elections, unless the same shall have
d been waived. In case of dissolution, liqui
> dation or termination Of this charter, the
n affairs of this corporation shall be liqli-
dated by two hquidators. elected by
r the holders of Class a. stock and one
10 elected by the holders of Glass "B" stock
X elected at stockholders meeting con
l. vened for that purpose, or at a regular an
ID nual meeting of the stockholders. II
ID either class of stock falls or refuses tC
X elect a liquidatOr, then the other class
rt holders may vest said hquidatOrs with
r such authority as may be by law permit
ted and fix the terms and conditions OF
,r which they shall serve and their compen
~ sation. In the event of death. disability
~ or resignation of either Of said liquidators
o. the holders of Class a. and Class "B
stock shall fill the vacancy depending or
whether the lquidatOr was appointed by
P Class a. or Class "B" stock. and upOI
40 / failure or refusal so to do, the other lqui
w datOr may act with such power and au
D, thority as was vested in the other tw'
AZ liquidators. This corporation may be a
III any time liquidated by twO-tbirds vOt'
of all outstanding stock in favor of liqui
is datiOn. This corporation further may b'
m hquidated upon the vote Of all of tht
Ill holders Of either Glass "A" or Glass "B
O. stock, provided such stockholders shall
at give written notice to the Board of hi
a rectOrS at least thirty days prior to tn
date of the annual meeting of stockholders
* that IL is the desire and intention Of al
Nv holders Of either Class A Class stool
n to bring about liquidation Of the affair
nj of the corporation.
n. ARTICLE X.-No stakeholder Of thi
Is corporation shall be liable responsible
p for any costs, contracts. debts fault
ed of this Company. or any of its Officers
d. nor shall any mere informally in organ
r iZatiOn have the effect OF rendering thi
O. iah vnid NJ