The herald. [volume] (New Orleans, La.) 1905-1953, 1920-05-06
CHARTER.
n the manner prescribed by law of Lou


III No stock shall be held in this cor
pOratiOn by employees, VINO are not OH,
GERS, except such as mas been supS,rlneu
for in thi, charter or which may be trans
fprrrd with the consent of the Hoard OF
Directors to such employee AT the TIME
OF or during employment. whenever Such
pmplONmrnt ceases through death, rtSlEha-
MON dismissal or otherwise the Board OF
Directors shall call the stock of that per
son for transfer 10 the other stOckholucrS
as provided in this charter. but the price
TO be paid shall be book value as per IN
vpntory last preceding such call; the said
price shall be paid i'll cash WITHIN slAty
DAYS from such call. No stock held or
controlled by such employees SHAH par
ticipatr in any new stock thereafter du-
thoriZrd and issued or in any stock here
after to be issued when sold under the
preceding provisions. unless with the con
sent of the Board OF directors eNPreSS'u
by resolutions entered on the minutes. For
the purposes of this article, the inventory
and books shall be CLOSED as Of December
81 1870, and December 81. WI, IN tach
Npar from and after March IL, 1870. The
substance of the foregoing provisions shall
be stated briefly and Cu>Slccntly III or on
thu, face of each crrtiticat" OF STOCK ana
shall be conclusive evidence ana notice
to all persons dealing herewith. The
Board of Directors is hereby constituted
the agent of tn" stockholders Tor the pur-
pose of enforcing aud carrying Ohl IN"
foregoing provisions. III" stock OF TINS
books of the corporation only on the sur
render of the certificates properly en-
dorsed or in such other manner as may be
directed by law.
ARTICLE N-NlI the corporate powers
vested by law or this charter in corpora
tions shall be exercised by the HOard OF
Directors of this corporation, intending
the right to manage, control and direct the
affairs of the corporation, tn" corporate
policy and to sell the corporation or mtrG"
the same into another corporation, ana 10
taxi. in payment of any such sale or mer-
ger cash, bonds. notes or stock Of the puF-
chasing or merging corporation, or OF a
new corporation, created for the purpose.
without the necessity OF referring elther
or any of said acts to the stockholders.
The Board OF Directors OF this corpora
tiou shall he composed of five stock
holders. who shall be elected anuallE, Oh
the first of February of each year Inc
first Board of Directors shall be composed
of Eugene \. Garcia, W IN. l.. Davis. gohh
T. Schcurrmaun. X. :. Landry and Rene
CommrviIl". who shall hold office until the
next annual H-e"tlnS on the 1lrSt Mohud!
in February. l92l The election OF tht
BOARD of Directors shall he preceded by
three days written notice to the stock
| holders delivered in person or sent by
mail to the address given in the currenl
! city directory, unless the address Oh suCI
| tOckhOldcr shall haN" been Registered WIN
| the Secretary. and in default OF either
| care Of General Delivery. New Orleans
La The election shall he held AT the
| office of the corporation AT Sutn HOuE ~
| NAV be fixed by the incumbent Board OF
| Directors and under the supervision OF
| three commissioners appointed DS th'
| same At such election each StOckhOIuel
| shall be- entitled to one vote for each share
| of the capitaI stock held by him, and thu
| persons receiving the highest number o
| votes east at said election Shall be dtclhre'
| elected and the Board of Directors thu
| elected shall meet and organize as SOoi
after said election as possible. major
ity of the whole Board shall constitute
| quorum, and Directors absent or unabI
! to attend may authorize directors prestH
| to represent them by written proxy me-
| with the Secretary and with all the pow
| ers such abSentecS could exercise II pres
ent in person. All routine business mat
tiers shall be decided 10y the majority vol
of the quorum present at such meeting
| Notwithstanding anything in this charte
or the law to the contrary, but any mat
ter or thing affecting the general poilc!
property or corporate rights OF me GOT
poration shall he adopted only by the N0t
of the majority of stock held by the III
dividual members of the whole Board Q
Directors. and proper minute entries snh
he made to show these facts. At its Hrs
meeting after election or as soon there
after as practicable the Board OF Dlre'
tors shall elect a President, and one o
more Vice Presidents. and Secrctar
and Treasurer. these last named otflcer
need not be stockholders. and the NV
offices may be combined in one person D
the Board of Directors. The Hoard
Directors may establish bylaws rules an
regulations for the government OF the COZ
noration and il may also create commit
tees for the management OF the sewers
departments of its business. lncludlhg
Executive Committee OF not less imam tnIe
| members of the Board, which commute
shall be empowered to exercise all TN
functions of the Board of Directors dul
ing the recess of said Board. save thOs
herein reserved for the full Board. In
BOARD Of Directors shall fill vacancies oC
| curing in this body during the teri
thereof Meetings of the Board of Diret
tors may be held at such times as sha
, be set by the Board itself, or at the ca
of the President and ut the request OF an
stockholders.
ARTICLE VI.-This charter may b
amended and the capital stock increase
| or decreased with the consent OF two
thirds of all of its stock expressed at
| meeting called for that purpose or in an
other way permitted by law.
ARTICLE vII.-This charter may
. | dissolved with the consent OF two-thirt
\ | of the issued and outstanding capt
: stock expressed at a meeting called Il
p that purpose. or in any way permltteu
p law Upon the dissolution OF the corpo
alton by limitation or otherwise the stoc
holders shall elect from among their nuI
Der one or more liquidators and fix q
, terms conditions and other provisions r
. garding the liquidation. as well as q
. | conversation of the liQuidatOrs.
a ARTICLE VIII.-No stakeholder sh'
+ | ever be held liable or responsible Tor I
| contracts or faults of this corporation
! any further sum than the unpaid balan
: due this corporation on the shares own
by him. nor shall any mere informallty
q the organization have the effect or rendt
= ing this charter null or OF exposing I
, stockholders to any liability beyond a
% unpaid balance.
!. ARTICLE IX.-Whprever notice is
o auired by law or by this charter the sal
Ie NAV be given in writing delivered
d person or sent to the last known adore
is as is prescribed in Article V of this chi
J. ter, and twenty four hours will be suffi
l. ent for all purposes except where 9,n
id tees required by law or by this char
u may be waived by unanimous consent
he the Board of Directors or the stockhold
n, | as the case may be, and such waiver sn
ID be entered on the minutes of the meetl
le to which they apply.
he Thus done and passed in my notar
III office in the City of New Orleans. on
10 date aforesaid, In the presence OF ben
y, min w. Dart and Elise Ray, compet
nj witnesses who have hereuntO signed tn
ne names with the said parties, and Il
=, have set out their addresses ana the nu
I'd her of shares held by them, and me,
I, tary, after reading of the whole.
IN (Original signed) Eugene A. Garcia Is
ha | pnty shares), S21 n. Rampant st; viii
an | r. Davis (seventy shares), 12l9 n. KS
X part St.: Jno. P. Scheuermann MG
Thirty shares), 2217 Dumaine St; X:
Landry, Jr., (seventy shares), 324o
M Soto st. =,
D., witnesses: Benjamin W. Dart, E
y HENRY P. DART. JR.. Not. Pull
OK 1, the undersigned. Recorder OF M
ne cages in and fer the Parish or Ories
u | Of hprphY