The herald., 1920-06-24
CHARTERS.

htA
annual or semi-annual statement or
report Of the corporation ana the last
monthly trial balance preceding the I
date Of such notice, and me Vail adn
Stitute the value and price OF Said
stock. II within twenty-tour hours
after such notice. the owner, ms
agent or representative, does not JON
with the Board in establishing the
price or value Of the stock. the Board
may proceed without further delay I"
fix the said value. using the report
and trial balance aforesaid Tor thdt
purpose. which writings are declared
to he conclusive evidence Tor ana
against all parties in interest m the
premises whether the value IL cStab-
liShed by the joint act OF the owner
his agent. widow. heirs or representa-
tive or by the Board of Directors act.
ing in default of the cO-operatioh or
said person or persons. Upon the re-
ceipt of the offer or acceptance OF any
shareholder to purchase SAID stock ana
upon obtaining guarantee satisfactory
to said Board for the price thereof.
I Ire Board of Directors shall thereupon
give notice to the owner OF the STOCK
his agent or representative. and be
fore the expiration of the period OF
eighty days aforesaid, shall call III the
certificate or certificates representing
such stock and pay the price or value
| thereof and cause the same TO be
transferred on the books of the cor
poratpn.
CD The preference. option and right
| of plTGhaSe heretofore NeSttI DN para
| graph in the other shareholders shall
| exist in full force and effect in their
| favor to acquire the shares OF stock
| of a deceased stakeholder. and the for
malities and course Of procedure. the
| terms conditions, StipulatiOnS and de
Laws hereinabove established in said
/ 10 the procedure to be followed in case
| of death. Immediately upon receipt
| of information of the death OF any
| shareholder, il shall be the duty Of
| .Ia ri Of n
| necessary steps to he taken to 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
! same shall include and cover the en-
| tirety of the Offering under paragraph
| /. or all of the holdings under para
| graph >.
| CD All certificates of stock shall
, bear a brief reference to the. rights
herein established in the favor of the
| stOckh Older.
| ARTICLE V.-All the corporate pow
ers of this corporation and the man
lagement and control of its affairs.
! shall be vested in. and exercised by a
ockholders, majority OF Whlch
shall constitute a quorum for the
transaction of all business. The Direc-
tors shall be elected annually by the
stock holders at meeting to be held
on the first Monday after the first
| Sunday of each year in the month oil
| January, said meeting to be preceded
by three days written notice to tins
stockholders. Each stakeholder shall
be entitled, in person or by proxy, tt
"A vote for every share owned by him
and all elections shall be held under
| such rules and regulations as may ID
/ determined by the Board of Directors
The Directors when elected, shall con
tinue in office for one year and unit
their successors have been duly elect
, ed and have qualified. No failure L
: elect shall operate the forfeiture ~
: on this Board shall be filled by the re
naming Directors for the uneNpiret
2 term. The Board of Directors shall
at its first meeting after its election
2 select out of its number, a President
and one or more Vice-Presidents, an
: shall also elect "a Secretary-Treasurer
} the Board. The President shall hdv,
the right to appoint and dismiss tn
I clerks and other employees Of SAT-
terest and business of the same ma!
I demand. He may exercise this author
4 ity by proxy. Any Director being sicl
or absent, or about to absent himself
r shall have the right to appoint. b.
y written instrument, another Directo
: or stockholders to act as his prox,
= in his stead; at any and all meeting
4 of the said Board of Directors. duTini
D such absence. The first Boari of Di
5 rectors of this corporation shall b.
composed of the following NAMED per
sons. who shall serve until The cleo
. tiOn to be held in 1921, namely: Abra
ham Frankel New York City, New
York; William II. Cowley. New Or
leans Louisiana and r J. Brandnef
New Orleans. Louisiana.
! ARTICLE VI.-The funds of this cor
I poration' shall be deposited from tim
: to time, in a bank or banks to be Sc
a lected by the Board of Directors. Al
5 checks. notes or other instrument
| drawn, executed or issued, in the cor
: signed by the President and the Vice
p President or the Secretary-TreaSurer
{ No officer shall thus sign or endors
s the name of the corporation. saw
] strictly in its concern.
ARTICLE VII.-No stakeholder shall
: be held liable or responsible for con
I tracts, faults or debts of the corpora
4 ton. nor shall any mere informalit
q in its organization have the effect o
4 rendering this charter null, or OF eX
e posing any stakeholder to liability be
yond the unpaid balance due on Tn
f shares owned by him.
n ARTICLE VIII.-This act of incor
e poration may be changed, modified o
q altered, or this corporation may b
II dissolved, with the assent OF the stock
n holders owning ee-fourths of all III
2, stock of this corporation, at a genera
e meeting convened for that purpos
= and after at least three days write
g notice of this meeting shall have bee
e given through mail, addressed to eac
J. stakeholder at his last known DiaC
h of residence. In case of dissolution b
81 the expiration of this charter, or 9th
n erwise. the stockholders shall elect
lie liquidator from among their own nun
l. Der, who shall have full authority
i settle and wind up the business an
l. affairs of the company. The terms ar
l. for such services shall be fixed at II
lie time of election. In case of the deaf
n or disability of said commissioner
j. liquidator before the liquidation of II
re affairs of the corporation, the succe
% sor to f1ll the vacancy may be al
n pointed by the stockholders.
rs ARTICLE IX.-Any and all motto,
~ and delays provided for by this cha
sr ter may be waived by the unanimol
re consent of the stockholders unless pr,
ls hibited by law.
>. ARTICLE X.--The names and DO
" office addresses of the subscribers
u the capital stock of this corporate
l. and the number of shares subscribe
IN ham Frankel. New York, N. Y, a!
= leans. La, l share; T. J. Brandne
New Orleans. La, 1 share. The abo,
named Abraham Frankel. in consider
alton OF the shares of stock subscribe
u to by him, hereby agrees to sell, tram
"a fer. assign and deliver. to the Frenc
- American Line. Inc, OF Louisiana. q