The herald., 1920-05-06
CHARTER.
AMENDMENT TO CHARTER OF kOHN.
WE'LL g. COMPANY, INC.
NOW KOUN. WE'LL a SIMON, INC.


leans BE il known, That on the ltth
day of April, in the year OF our LORD one
Thousand nine hundred and twenty, before
me. Herman l.. Barnett Il NoaaLS - 'o Ia
duIy commissioned and quahtled, IN ana
for this Parish and State, therein residing
and in the presence of the witnesses heTe-
matter named and undersigned, personally
came and appeared Joseph Nom. VINO ue-
,Iarpd that he il the duly authorized rep
respntative of kOhn, Well d company
IncD a duly organized Louisiana corpora
ton created by act before fellN .. bI,!
ions Notary Public. on the twelfth DAY
of the month of May, i'll the year oh'
thousand nine hundred six. Ana I'M
said appcarer further declared mat Il. d
special meeting of the StOchholurrH Va VI "a
stid kohn We'll d Company, INT, h'iu
al the dnmiCile of the corporation III me
,ity of New Orleans. Louisiana, on tne
IIth day of April. 1870, said meeting nav .
ing been duly called ana du' houce ill., III
having been given, al which meeting al
shares of the ,.gpital stock of the corpora
ton were present or represented VI
voted, upon motion duly made" Hr'3hu'I
and unanimously carried, that Ar'FltE l.
". V and VII OF til" charter oil rom
We'll 4 Company. Inc, be aIhrhu'd ~
read as follows:
ARTICLE The name and style of this
CORPORATION shall be hOhn, Wei simon
Inc, and by that corporate name lh'
said compapv shall have power ana q"
tbority to enjoy and have succession lot
the period Of ninety -nine years 10 Co.-
tract sue and he sued in ITS corporhir
name: to make and use corporate S"aI'
10 have hold. receive, convey, mortgage;
hypOthecatc or pledge property hoth rtai
and personal, to issue bonds. notes ahu
such managers. directors, Officers. agents
and other employees rs the interest ana
convenience of said corporation may ~
uuirP and TO make and establish Su'h ny
laws. rules and regulations for the cor
nOrate management and control OF the al
fairs of the corporation. as may he deemed
necessary or cNpedlent.
ARTICLE IV.-The capital stock OF TINS
CORPORATION is fixed ut the sum OF TWO
hundred thousand dollars, divided INTO TWO
thousnud shares of one hundred dOiIarS
each which shall be paid for IN cash, OF
issued for the purchase or property, III
such manner as the Board OF bT"'toLS
may determine No transfer OF STOCK shal
he binding upon the corporation unless
recorded upon its books, nor Shali any
stockhoIder have the right tunless AT least
four Directors COnSent) to sell or transfer
any of the shares held by him, without
having first offered the same TO the cor
pOratiOn, through it's Board OF DIRECTORS,
at its book value at the close OF the iaSI
6scaI wear Said Board of Directors snail
have the right, for period of nfteen DAYS
thereafter of purchasing said shares Tor
cash, at said value. All shares thus pur-
chased may he re-issued or sold by the
Board of Directors, in its discretion
Nothing herein contained shall prevent the
stockholders from making any agreement
or contract covering the holding, sale'
transfer or other disposition OF STOCK.
provided all stockholders consent to said
agreement or contract, and such contract
shall control the rights OF the stOcHhold,
prs. All shares of stock shall be run palu
and non asseSsable. The certificates OF
stock shall be signed and issued by the
officers designated by the Board OF d.
rpctors and said certificates shall nave
printed or written into or across thtlr
face the words These shares are assign
able and transferable only pursuant TO the
charter and bylaws of this Company, or
any agreement or contract made In pnr,
suance thereof, as provided in Article Nv |
of the Charter, to which reference Is here |
by made" BY unanimous consent OF the
entire Board Of Directors, as then constr
tuted, at a special meeting called TOT that
purpose and without the necessity OF any |
amendment to the Charter, the above GER
tificates may be called in and new certih-
Gates, without the Inscription above set
forth, may be issued in their stead
ARTICLE V.-All corporate powers of
this corporation and the management OF
its affairs shall be vested in and exer-
cised by Board of Directors composed
of not less than four and not more than
six stockholders, four of whom shall cen.
stitute a quorum for the transaction of
all business and the concurrence of four
shall be necessary to any action OF the
Board, whether it consists of four mem
beers or more. The Directors shall be
elected annually, by ballot, by stockhold-
ers on the fourth Wednesday of January
in each year. The Board may, upon Civ
ing a ten-day notice in writing, change
the date of the annual meeting to any time
between the fourth Wednesday in Janu-
airy and the first day of March. Each per-
son shall be entitled, in person or by
written or telegraphic proxy, to one vote
for each share owned by him, which proxy
shall be issued only to another Director or
stakeholder. 1t shall require vote of not
less than fve-sixths of the outstanding
capital stock of the company to elect |
Director at an annual meeting OF stock
holders and no Director shall be declared |
elected or qualified unless he shall have |
fiye-sixths of the outstanding capital
stock of the company. All elections shall
be held under such rules and regulations
Ms may be determined by the Board OF
Directors The Directors thus elected shall
continue in Office for one year, or until
their successors shall have been duly elect
ed and shall have qualified. Failure to
elect shall not be regarded as forfeiture
of this charter, but the Board and officers
shall continue to hold Office until their
successors are elected. The Directors
may, at any time, by vote OF not less
than four. elect to the Board additional
Director or Directors, provided that the
total number shall not exceed six. Any
vacancy occurring on said Board by death,
resignation or otherwise may be filled by
the remaining Directors for the unexpired
term. The Board of Directors shall, at
its first meeting after its election, nOmi-
nate n Chairman of the Board President,
a First vice ireSldent, SECOND vice fEes-
ident, Treasurer and a Secretary. The
Board is vested hereby with the power
to abolish the Office of Chairman Of the
Board, and or Second Vice-President, and
to re- establish it, from time to time, and
re-abolish II, as in its discretion Ii may
determine; and IL Is furth@ authorized
and empowered to combine the Office of
Secretary and Treasurer. The said Board
shall have the right to make bylaws, to
appoint and dismiss all clerks, employees,
agents and representatives of the COM
pany as the interests of the company may
demand. Any Director shall have the
right, by written or telegraphic proxy, to
appoint any other Director or stakeholder
all meetings of the Board. Anything
herein to the contrary notwithstanding,
any and all action taken by the Board
must have the concurrence of at least four
members Of the Board.
ARTICLE VII.-This Act Of Incorpora
ton may be changed, modified or altered,
or this corporation may be dissolved. only
with the consent OF the stockholders own
Ing FIVE sixths Of all the stock of the cor
poration, at a general or special meeting
convened for that purpose, and after ~
least ten days written notice shall have
been given, through the mail. addressed to
each stakeholder at his last known place
of residence: but this notice. and any other
notices required to be given. may be
waived by written or telegraphic consent
or the stakeholder. In ease of dissolu-
ton. by expiration of this charter, or
otherwise, the stockholders shall elect
| DIAMONDS