The herald., 1920-04-22
CHARTER.

for in this charter or which may be trans
ferred with the consent of the Board of
Directors to such employee at the time
of or during employment Whenever such
employment ceases through death, reSlSna-
ton, dismissal or otherwise, the Board OF
Directors shall call the stock of that per
son for transfer to the other stockholders
as provided in this charter. but the price
to be paid shall be book value as per in
ventOry last preceding such call; the said
price shall be paid in cash within sixty
DAVIS from such call No stock held or
controlled by such employees shall par
ticipatc in any new stock thereafter au-
thorizcd and issued or i'll any stock here
after to be issued when sold under the
preceding provisions, unless with the con
sent of the Board of Directors expressed
by resolutions entered on the minutes. For
the purposes of this article, the inventory
and books shall be closed as of December
81, 1920, and December 81, 1921, in each
year. from and after March IL, 1920. The
substance of the foregoing provisions shall
be stated briefly and cuSSiCcntly in or on
the face of each certificate of stock aud
shall be conclusive evidence and notice
to all persons dealing Herewith. The
Board of Directors is hereby constituted
the agent of the stockholders for the pur-
pose of enforcing and carrying out the
foregoing provisions. The stock of this
corporation shall b. transferred on the
books Of the corporation only on the sur
render of the certificates properly en-
dsrsed or in such other manner as may be
directed by law.
ARTICLE E.-All the corporate powers
vested by law or this charter in corpora
tiOnS shall be exercised by the Board Of
Directors of this corporation, including
the right to manage control and direct the
affairs of the corporation, the corporate
policy and to sell the corporation or merge
the same into another corporation, and to
take in payment of any such sale or mcr-
ger, cash, bonds, notes or stock OF the pur-
chasing or merging corporation, or of
new corporation, created for the purpose.
without the necessity of referring either
or any of said acts to the stockholders.
The Board of Directors of this corpora
ton shall be composed of three stock
holders. who shall be elected annually. on
the first of February of each year. The
first Board of Directors shall be composed
of Eugene \. Garcia, VIM. l.. Davis, John
l.. Schcuermann, X. 5. Landry and Rene
COmmerville, who shall hold office until the
next annual meeting on the first Monday
in February, 1921 The election OF the
Board OF Directors shall be preceded by
three days written notice to the stock
holders. delivered in person or sent by
mail to the address given in the current
city directory, unless the address of such
stakeholder shall have been registered with
the Secretary. and in default of either,
care of General Delivery, New Orleans.
La. The election shall be held ut the
office Of the corporation at such hour as
may be fixed by the incumbent Board of
Directors and under tho supervision of
three commissioners appointed by the
same. At such election each stakeholder
shall be entitled 10 one vote Tor taCn snare
of the capital stock held by him, and the
persons receiving the highest number of
votes cast at said election shall be declared
elected and the Board of Directors thus
elected shall meet and Organize as soon
after said election as possible. y major
ity of the whole Board shall constitute a
quorum. and Directors absent or unable
TO attend may authorize Directors present
to represent them by written proxy filed
with the Secretary and with all the pow
ers such abSentees could exercise If pres
ent in person. All routine business mat
terS shall be decided by the majority vote
of the quorum present at such meeting,
Notwithstanding anything in this charter
the law to the contrary, but any mat
ter or thing affecting the general policy,
property corporate rights of the cor
poration shall be adopted only by the vote
of the majority of stock held by the In
diyidual members of the whole Board OF
Directors, and proper minute entries shall
be made to show these facts. At its first
meeting after election or as soon there
after as practicable the Board of Direc-
tors shall elect President, and one or
more Vice Presidents. and "A Secretary
and Treasurer, these last named officers
need not be stockholders. and the two
offices may be combined in one person by
the Board of Directors. The Board of
Directors may establish bylaws, rules and
regulations for the government of the cor
pOratiOn, and IL may also create commit
tees for the management OF the several
departments of its business. including an
Executive Committee of not less than three
members of tlH Board, which committee
shall be empowered to exercise all the
functions of the Board of Directors dur
ing the recess of said Board. save those
herein reserved for the full Board. The
Board of Directors shall fill vacancies oc-
curing in this body during the term
thereof. Meetings of the Board of Direc-
tors may be held at such times as shall
be set by the Board itself. or at the call
of the President and at the request of any
stockholders.
amended and the capital stock increased
or decreas ed-with the consent of two
thirds of all of its stock expressed mt
meeting called for that purpose or in any
other way permitted by law.
ARTICLE VII.-This charter may be
dissolved with the consent of twO-thirds
of the issued ands outstanding capital
stock expressed at meeting called for
that purpose. or in any way permitted by
law. Upon the dissolution of the corpor
alton by limitation or otherwise the stock
holders shall elect from among their num-
Der one or more liquidatOrs and fix the
terms. conditions and other provisions re-
garding the liquidation, as well as the
compensation of the liquidators.
ARTICLE VIII.-No stakeholder shall
ever be held liable or responsible for the
contracts or faults of this corporation in
any further sum than the unpaid balance
due this corporation on the shares owned
by him, nor shall any mere informality in
the organization have the effect of render
ing this charter null or or exposing the
stockholders to any liability beyond any
unpaid balance.
ARTICLE IX.-Whereyer notice Is re-
Quired by law or by this charter the same
may be given in writing delivered in
person or sent to the last known address,
as is prescribed in Article of this char
ter, and twenty -four hours will be suffici
ent for all purposes except where other
wise prescribed by law. Any and all no
tees required by law or by this charter
may be waived by unanimous consent of
the Board of Directors or the stockholders
as the case may be- and such waiver shall
he entered on the minutes of the meeting
to which they apply.
Thus done and passed in my notarial
office in the City of New Orleans, on the
date aforesaid, in the presence of Benja-
min w. Dart and Elise Ray, competent
witnesses. who have hereunto signed their
names with the said parties, and they
have set out their addresses and the num-
Der of shares held by them, and me, No
tary. after reading of the whole.
Original signed.) Eugene A. Garcia (sev-
enty shares), S2l \. Rampant St; William
X. Davis (seventy shares), 1913 n. Ram
part St: JnO. i. Scheuermann tforty
shares), 2104 Touro ST.: Rene Commerville
Thirty shares). 2217 Dumaine St.: r. s.
Landry, Jr., (seventy shares), 32f5 De-
Soto st.
Witnesses: Benjamin W. Dart, Elise
HENRY p. DART, JR.. Not. Pub
/, the undersigned. Recorder of Mort
cages in and for the Parish of Orleans,
the above and foregoing Act of 1ncorpora-
nf ha navis- 8