The herald. [volume] (New Orleans, La.) 1905-1953, 1920-05-20
CHARTER.


and final power to do so. SAID capital
stock may be increased to the sum Of
three million x OO/lOO (S3,OOOOOOOO) dOl-
lars III the manner provided Tor by the
laws of this State. Whenever an increase
of said capital stack shall have been du-
thOriZcd thirty days written or printed
notice thereof shall be given by publlcd-
lion in one of the daily new SpdptfS pun
lishcd in the City of New Orleans WITHIN
which time persons holding stock III this
corporation shall have the right to sub
scribe for said increased stock IN proper
tiOu to the number of shares OF stock
then held by them. and which additional
shares shall be paid for as the Board OF
Directors may direct. After the cNpira-
ton of said time the Board of Directors
may dispose of the shares not taken. for
the benefit of the Company, in such man
npr and ON such terms and conditions as
they may think proper. Dividends shall
be- declared on the amount actually cred
tied on the capital stock without regard
&" the amount subscribed for.
Dividends arcruiu= 10 stockholders,
who owe any portion Of any stock
subscribed for by them shall he credited TO
such unpaid subscriptions until the fuli
amount of Ill stock subscribed for by such
stockholders shall be paid in full. Such
credit of dividends shall not III any man
Hpr relieve such stockholders from the
payment of calls on such subscription, but
the credit of such dividends shall be i'll
excess of calls ON such subscriptions to
stock. Interest at the rate OF eight per
cent per annum shall be charged on the
unpaid portion of calls on STOCK >ub>'rIh-
ed for from the maturity of each call. II
any inStallment or installmcntS on stock
subscribed for should not be paid within
thirty days after the same shall become
due, such stock and the subscription there
to, together with all inStallmentS paid
thereon. may toe cancelled ANA forfeited
to the Company 10y resolution Of TIA"
Board Of Directors without further motto"
putting in default or proceedings. or
the Board of Directors may hold the sub
SCriber to said stock personally response
BILE therefor and take legal proceedings TO
collect the inStallment or inStallmentS due
thereon. The Company shall begin opera
ton a. soon a. thirty seven thousand nv"
hundred t31 800 shares of the capital stock
are subscribed for or disposed of. At all
elections by or meetings of the stOckhold-
erS, each share Of stock, whether paid
for in full or not. shall be entitled to
one vote, 10 Ice east either 10y the person
in whose name the stock appears on the
books of this corporation at the time of
the voting, or by his agent or proxy, duly
aut horiZru in writing To that rHr,.I. All
transfers OF stock shall be made on the
books of the corporation and shall be-
signed 10y the stakeholder or by his at
tOrncy.
No >torkholdrr shall be allowed to
sell or dispose OF his stock or any pur-
lion thereof until after the expiration of
>iN months from Ia" date hereof without
hr>t giving in writing TO the Board OF
Directors twenty days notice of such in
tended transfer. and allowing the Board
of Directors. or. on its default. any stock
holder, the first opportunity OF purchasing
SAID stock AT the price said stock was pur-
chased for. a. indicated 10y the records
of the company.
ARTICLE NI.-The business and af-
fairs and corporate powers of this corpora
ton shall be transacted by a Board of
Directors composed of not less than five
Directors nor more than nine Directors, to
be composed of stockholders of this cor
poration owning at least ten shares of
the capital stock. The stockholders may
at any annual meeting elect less than five
Directors and the Directors thus elected AT
any annual meeting may prior 10 the next
annual meeting elect one or more addition
al members of the Board of Directors so
as to make the Board of Directors not
more than nine. The Directors, whether
elected by the stockholders or by the
Board of Directors, shall be elected by ii
majority of the votes at a meeting of the
stockholders or of the Directors, as the
case may he.
Nelson e. GOreau, Ezra W. Holden.
William EdenbOrn. Adolph Dumser. A.
Luria, Charles II. schmidt. Charles Kohl
meyer. j. Zach. Spearing. and W. II.
Phillips. all of New Orleans. La. with
Nelson G.. GOreau as President f. W
Holden as Vice President. W. II. Phil
lips as Secretary, and Charles -. Schmidt
as Treasurer, shall constitute the first
Board of Directors and they shall hold
thelr onlce until the third Tuesday in
January, l923, or until their successors
are elected and qualified: each Subseduent
BOard shall take their seats immediately
Following their election. or as soon there
after as practicable, and shall hold their
offices until their SUCCESSORS shall hay.
been elected and qualified
\ majority of the members of said
Board of Directors shall constitute a
quorum for the transaction and manage
meat OF all business of said corpOration
oh the third Tuesday in January. 1g23
and annually thereafter an election for
Directors by the stockholders. shall he
held at the office of the Company, after
Ihteen (lJ) days previous notice of such
meeting shall have been given by adyer-
tisement appearing three times in fiftaap
days in one of the English newsnanerS
puDnshed daily in the City of New Or
leans, the first advertisement apDearinp
not less than fifteen days prior to the
meeting ana the last advertisement APP
pearlng on the day of the meeting Every
Board OF Directors shall at its first meet
ing after its election, or as soon there
after as practicable, elect President a
wee President, Secretary and a Treas
urer' from their own number, and such
other officers, who may or NAV nor he
stockholders or Directors. as NAV be de-
slrable, who shall hold office at the pleas
nre OF the Board Of Directors. The Hoard
1--WE may conDlne the offices of
secretary and Treasurer. failure
70 elect Directors on the date above speci-
Iled shall not dissolve the corporation bnt
the then existing Board of Directors shall
continue to hold their offices, and another
erection shall be held as soon thereafter as
Practicable at time to be fixed by the
board or Directors then in office where
OF flften days prior notice shall be given
IN the manner above provided, which said
notices shall be full and complete notice
10 all stockholders of such meetings. In
the event no election takes place at the
second meeting, or IL no second meeting
shall be called or held, the Board then in
offlce shall hold over until the next an
nual meeting or until their successors are
occurring in said Board Of Directors, from
any cause, shall be filled by the remain.
ing Directors. The Board Of Directors
may make such bylaws, rules and regu-
iatlons as they may think proper for the
transaction of the business and affairs
OF SAID corporation, and change
alter and amend the same at
pleasure, and shall exercise all the now.
ers OF this corporation, or may delegate
the same to one or more officers at its
pleasure; appoint and fix the salaries of
all officers. clerks and employees, not
herein mentioned, the same to change or
dismiss at pleasure; fix the salaries of
the OFFICERS provided for herein: sell, CON
sey, mortgage. pledge, lease and purchase
rights, privileges, franchises, property.
movable, immovable and personal; borrow
money, issue notes and sign or cause to be
signed by officers or Directors specially
or generally authorized by the Board of
directors all necessary acts, deeds, etc
ADOPT corporate seal. the same to
ure; and to do all things which may be
necessary TO no dona In tho m a m a oo,nant