The herald. [volume] (New Orleans, La.) 1905-1953, 1920-02-26
CHARTER.

stock of the par value Of one hundred
($100.O0) dollars each. Said stock shall
services actually rendered to the corpora
ton, or other equivalent Of cash as pro-
vided by law, and in such manner and at
such times and in such installments as
may be prescribed by the Board of Di-
rectors.
This corporation shall become a going
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 to the sum
of two hundred thousand ($2O0, 00) dol
lars by vote of two-thirds of all the stock
present or represented at a special meet
ing called for that purpose or at a regu-
lar annual meeting of the corporation.
ARTICLE VI.-All 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 first right to purchase, at
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
fnREhnIdaF = a lhnrfv 70 sail
or dispose of the stock, and may do so in
any manner and at any price he may deem
tit.
Each share of stock is issued herein
upon the condition and understanding that
no stakeholder shall sell or otherwise
any such sale or transfer If made shall be
void, and this corporation shall be under
no obligation to list said stock on it's
books or to regard the holder of the GER
tifcate 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 quorum for the transaction Of
business should there be three directors,
and three to constitute u quorum for the
transaction of business in the event that
be more than three directors. The di-
rectors of the corporation may vote in
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 corporation by appropriate
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
): kaufman, Vice President; Harold b.
IA m Goo afnR
Neuberger; Ben Beekman, with the follow
ing as officers Charles A. kaufman, Presi-
dent; Arthur j. Kaufman, Vice. President;
Harold Il. Kaufman, Secretary Treasurer,
ana they shall serve until the second
wednesday in January, 1921, or until their
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
stockholder at his last known place of
residence. The Board of Directors NAV
change the date of said annual meeting
to 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 i'm person or by written
or Geographic proxy to one vote for each
snare or stock owned by him. The cleo
ton 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 Tor one year or until their SUCCESSORS
shall have been elected and qualified and
Iallure TO hold the annual meeting of
stockholders or to elect annually Directors
snail not operate the forfeiture of this
charter or any rights Hereunder
any vacancy occurring in the Board Of
directors may be filled by the Directors
for the unexpired term.
ARTICLE VlII.-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 NAV
be 6y law provided; ana 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 De increased may be made by a three
fourths vote of all outstanding stock.
ARTICLE IX.-Notice of any and all
meetings referred to in this charter or
required by law shall be given in the
m provided for, giving notices
of such notice for fifteen DAYS
previous to such meeting in any daily
newspaper in the City of New Orleans
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 Kin case of the dissolu
ton. liquidation or termination of this
charter, by limitation or otherwise. the
affairs of the corporation shall be liaui-
dated by one or more liQuidators elected
by two-thirds vote of the stockholders
VINO may provide the number of said
liquidators and vest them with such power
ana authority as may be by law permitted.
which they shall serve and their com
pensation, and provide that in case of
death or disability of anyone of said
liquidators, the remaining liquidators NAV
NIL the vacancy or continue to act on be-
half of the corporation.
ARTICLE XI.-No stakeholder of this
shall be liable or responsible
for any costs, contracts, debts or faults
or this company or any Of its officers, nor
shall any mere informality in organization
have the effect OF rendering this charter
null and yeid or Of exposing a stock
holder to any liability beyond the unpaid
balance due on the stock held by him.
ARTICLE XII.-The subscribers hereto
have written opposite their names the
one Of them, and their post office addresses
so that this charter may serve as a sub
scription list: all Of which subscriptions
are payable In the manner and form set
out herein, and as provided for in Act
267 of the General Assembly of the State
Of Louisiana Of 1914.
Thus done and passed at my Office in
rha NJ NAxrvn I'LL h. 40