The herald., 1920-06-17
CHARTERS.

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| annual or Semi-annual statement or
report of the corporation and the last
/ monthly trial balance preceding the
date Of such notice. and the Ealic
| thus found and established shall con
Stitutc the value and price of said
| stock If within twcuty-four hours
| aGent or representative, does not JOIN
/ with the Board in establishing the
price or value of the stock. the Board
/ may proceed without further delay to
/ fix the said value. using the report
| and trial balance aforesaid for that
! purpose. which writings are declare!
! against all parties in interest in the
| premises, whether the value is c~tab-
, liShed by the joint act of the owner,
! his agent, widow, heirs or representa-
tive or 10y the Board Of Directors act
] ing in default of the cooperation Of
! said person or persons. Upon the re
Ceipt Of the offer or acceptance of any
| shareholder to purchase said stock and
! upon obtaining Suarante" satisfactory
! to said Board for the prIc" thereof,
| the Board of Directors shall thereupun
! give notice to the owner Of the stock,
| his agent or representatives. and be
! fore the expiration Of the period of
| eighty days aforesaid. shall call in the
! certificate or certificates representing
! such stock and pay the price or value
| thereof and cause the same to he
! transferred on the books Of tn" cor
! poration.
| 90 The preference. option and right
| Of purchase heretofore vested by para
| graph ! in the other shareholders shall
| exist in full force and effect in their
| Of deceased stakeholder. and the for
| malitieS and course Of procedure. the
| terms, conditions. stipulations and de
LAYS hcreinabove established in said
| para graph shall apply in all respects
| to the procedure 20 be followed in case
| of death. Immediately upon receipt
| Of Information Of the death OF any
| shareholder. il shall he the duty of
| the Board of Directors to cause the
| necessary steps To be taken 10 carry
| out and enforce these provisions.
go The preference. option ana right
| Of purchase hereinabOve established
| shall run in favor of each shareholder
| of record for his virile share in pro-
portion To his existing holdings in the
stock, but should any shareholder fail
| To exercise his right in this regard.
| his rights shall pass To and be absorb
| ed by the other shareholders, provided
that the owner. his widow. heirs or
| legal representatives,. as the case may
| be, shall not be obliged to deliver said
stock unless the offers To purchase the
| tirety of the Offering under paragraph
!. or all Of the holdings under para
graph ,.
ca All certificates of stock shall
: bear brief reference to the rights
herein established in the favor of the
| stakeholder.
| ARTICLE V-AlI the corporate pow
| ers of this corporation and the man
-
shall be vested in, and exercised by a
Board Of Directors composed of three
stockholders. a majority of which
transaction of all business. The Direc-
| tors shall be elected annually by the
stockholders, at a meeting TO be held
| Sunday of each year in the month of
| January. said meeting to he preceded
by three days written notice to the
| stockholders. Each stakeholder shall
| be entitled, in person or by proxy. to
| vote for every share owned by him,
and all elections shall be held under
| such rules and regulations as may be
| determined by the Board of Directors.
| The Directors when elected. shall con-
tinue in office for one year, and until
| their successors have been duly elect
| ed and have qualified. No failure to
elect shall operate the forfeiture nt
TINS charter. ANY vacancy occurring
naming Directors for the unexpired
| term. The Board of Directors shall,
| at its first meeting after its election,
select out of its number a President.
and one or more Nice-PreSidentS AMI
shall also elect a Secretary Treasurer
VINO need not, however, be a member Of
| the right to appoint and dismiss the
| clerks and other employees of said
corporation at pleasure, and as the in
| terest and business of the same may
| demand. He may exercise this author
| lty by proxy. Any Director being sick
or absent. or, about to absent himself
written instrument, another Director
or stockholders to act as his proxy
IN his stead at any, and all meetings
of the said Board of Directors during
such absence. The frs: Boar Of Di-
rectors of this corporation shall be
composed of the following named per-
ton to be held in 1921. namely: Abra-
ham Frankel. New York City, New
York; William II. Cowley. New Or
leans, Louisiana, and T. j. Brandner.
New Orleans. Louisiana.
ARTICLE VI-The funds of this cor
poration shall be deposited from time
10 time. in bank or banks to be Sc
lected by the Board of Directors All
checks. notes or other instruments
drawn, executed or issued. in the cor
poratlons name and behalf shall be
PRESIDENT. or the Secretary Treasurer
No officer shall thus sign or endorse
the name of the corporation, save
strictly in its concern.
ARTICLE Vino stakeholder shall
he held liable or responsible Tor con-
tracts, faults or debts of the CORPORA
ton. nor shall any mere informality
in its organization have the effect of
rendering this charter null. or of eX-
posing any stakeholder to liability be-
yond the unpaid balance due on the
shares owned by him.
ARTlCLE VIlI.-This act of incor-
poratlon may be changed. modified or
altered, or this corporation may be
dissolved, with the assent of the stock
HolueTS owning tnree-tOurthS OF all the
stock of this corporation. at a general
meeting convened for that purpose
and after at least three days written
NOTICE or TINS meeting shall have been
gwen through mail, addressed to each
stockholder at his last known place
OF residence. In case of dissolution by
the expiration of this charter, or 9TH
erwtse, the stockholders shall elect
ilquldator from among their own num-
Der, who shall have full authority to
settle and wind up the business and
anairS OF the company. The terms ard
conditions OF. and the compensation
Tor such services shall be fixed AZ the
time or election. In case of the death
or disability of said commissioner or
Hquidator before the liquidation of the
aHairs OF the corporation. the success
sor 10 NIL the vacancy may be ap-
pointed by the stockholders.
ARTICLE IX.-Any and all notices
and delays provided for by this char
ter may be waived by the unanimous
consent or the stockholders unless pro-
hibited by law.
ARTICLE X-The names and most
otnce addresses of the subscribers to
the capital stock Ct this corporation
ana the number of shares subscribed
shares; William II. Cowiey, New Or
leans. La. 1 share: T j. Brandner.
New Orleans, La. l share The above
named Abraham Frankel in consider
alton of the shares of stock Subscribed
70 oy MIN, hereby agrees to sell, trans
Ter. assign and deliver to the French |
american Line. Inc, of Louisiana, all |