The herald., 1920-07-15
CHARTER.

shall
aItion of business The Board of Birec-
tors shall be vested with full power and
authority to adopt and enforce bylaws,
rules and regulations for the government
and management of the business and af-
fairs of the company. and 10 alter and
change the same at pleasure. The Pre>i-
dent shall direct and control the business
and affairs of the company. lie shall ap-
point hire and discharge all clerks. agents
and employees. and fin their salaries. sub
ipct to the approval of the Board. The
salary of the President shall bc fixed 10y
the Board of Directors. The BOARD OF IN
rrctorS NAV create an executive commit
tee and shall have other committees a.
may tee deemed necessary and useful In
connection with the business of the com
many. and prescribe the duties and powers
of the same \ Director who i about 10
DEPART from the city or who i temporarily
absent thrrpfrOm. may authorize any other
Director to represent him during such All
Srncc. with the same powers that the
uriuciual could exercise II present. y
non resilient Director may appoint another
Director to represent him under the same
conditions and with like power in IN" sub
Stitutc. The Board Of Directors OF This
CORPORATION who shall hold their "tiir"
until the 10th day of April. 1921, or until
their Successors are duly elected and quail
fled shall Ice. Joseph W. Moses. VI. l..
Schcycr Norris Wolf, MOritZ H">enthal.
a. y Worms : T.. AlCu~. Mrs. JO>r;,h ".
Moses With the following rs Officers Of
the COMPANY Joseph W. Moses. Prc>i-
dent: VI l.. Srhcycr. Vie" President; j.
! Turk Secretary. There shall be S"crc-
| tarN. who shall perform the usual iuhr-
tion~ of such officer. and who need not he
! Il stakeholder, aud VII" shall hold his
office AT the pleasure of the Board of III
! rprtorS lie shall furnish bond nj the dis
| erection of the Board. ON III" 30th day of
! kpriI 1921. and annually thereafter. or on
I the day before. should that day fall on a
| sunday a meeting of class \ Stockhold-
rrS for the election of Directors shall h"
| held at the office of the company. The
/ Directors thus elected shall continue in
| office for one year. and shall hold Office
| until their successors are duly elected ANA
qualified. Each Board shall elect its own
| Officers viz. President. OuY or more
| Vice Presidents and a Secretary and Treas
! urcr. The offices of Secretary and of
! Treasurer ray bc combined. Tn" PreSi-
/ dent shall also lee general manager of the
| corporation. All elections for Directors
shall be by ballot, and the majority OF
| the votes cast shall elect. and each share
| of stock shall be- entitled To on" vote
| either in person or by proxy. Written
| notice of this election shall be given 10
| each class \ stakeholder by the Secretary
| stating the hour. and shall be sent by reg
| i>tcred mail or by notice. acknowledged
| in writing. at least five days prior to the
| date fixed for the election, to such address
a. the stockholders shall have registered
| with the company. and in default thereof
| to his last known residence No other
notice shall be necessary.
| ARTICLE Vino stock. either Class \
| or Class H. shall be sold or transferred
until same has been offered at a fixed
| price. in writing. to the President of the
| company. Ii shall be his duty upon re-
Cript of such notice, TO notify, in writing
| the holders of Class 4 and Class Il stock
| of such offer. and il shall be the duty OF
| such holders, within seven days after mail
| ing of such notice, to bid for said stock
| if they desire To purchase the same. II
no offer has been made for said stock. the
President shall have the right to offer
! said stock for sale and he shall have tn,
right to dispose of same to any purchaser
AT not less than the book value of said
l'StOCk offered for sale. as established 10y
the last annual inventory. If no offer Is
made for said stock within fifteen days
after the notice hereinabOve required 10 h,
| given by the holder of his desire to sell the
said stock. said stakeholder shall have thu
| right to dispose of same at pleasure.
| ARTICLE VII.-The fiscal year of thi,
corporation shall end on the 3Uth day Of
April in each year, and il shall he tn,
duty of the Board of Directors TO have
ready on that day balance sheet show
ing the condition of the company. which
| shall be read at the annual meeting of tn,
holders of Class \ stock and entered int,
the minutes of the proceedings of thu
same. and said balance sheet shall binC
all stockholders. whether of Class \ ol
Class Il stock, for all the purposes hereiI
prescribed in Article VI
ARTICLE VIII-AlI meetings of holder,
of Glass \ stock or of Directors. and nj
meetings not expressly required by Law
to be otherwise. shall be held after no
less than four days written notice, ac
| knOwledged in writing or sent by regis
tered mail: hut the directors may b.
called together ut any time by the Presi
dent without this fOrmality when he con
Siders that necessity requires such meet
ing.
ARTICLE IN-The capital stock of thi
corporation may be increased 10 the sun
of S3J0.U00O0 by vote of wO-thirdS o
Glass a stock, either at an annual meet
ing or at a special meeting held for tina
purpose. The capital stock Of the corpor
% dec NJ
and under such provisions as the law ma!
provide.
ARTICLE X.-This act of incorporation
may he changed. altered or modified, o
the corporation may be dissolved with tn
assent of three fOurthS of holders of Clas
\ stock, represented at any general o
special meeting of the holders of Class
stock convened for that purpose.
ARTICLE XI.--Whenever this corpora
ton is dissolved. either by limitation. b!
forfeiture of its charter or from any Othe
cause. its affairs shall be liquidated b.
two commissioners, to be appointed by tn
holders of Glass 4 stock at meeting
convened for that purpose. and this selec
ton shall be made at the same meeting
at which the corporation Is dissolved. Sal,
commissioners shall remain in otflcc unit
the affairs of said corporation have bee
fully iquidated. In the event of the deaf
of either of the commissioners, the suryi
vOr shall continue to act. The holders u
Class \ stock may at the time of the ap
! pOintment fix the salary or compensation
TO be paid to said commissioners, but thei
failure to do so shall not be construed {
be denial of the right of said commits
siOners to claim fair compensation in tn
premises.
ARTICLE XIV.-The first paragraph
of Article NV to be amended to read a
follows: ANY delays herein prescribe
for meetings OF Directors or stakeholder
may be waived by the written or tele
graphic consent of such Director or stock
holder"
And said appcarer further declared tina
he is authorized. empowered and directe
to sign and execute all necessary act
= and proceedings to carry out and to effet
the said amendments; and that he doe
now appear before me, Notary, in Orde
to make proper nOtarial record of sal
! amendments. and to have same recorde
! as required by law; all of which will MOI
! fully appear by reference to a certifie
Z copy of the minutes of said stakeholder
the city of New Orleans, on the day, mont
: meeting, attached hereto for reference.
! and year herein first above written, in n
" presence of Ralph J. Schwarz and Morri
Il. Redmann, competent witnesses, VIII
hereuntO sign their names, with the sal
Y appearers and me, Notary, after due reaC
ing of the whole.
d Original signed) Joseph W. Nose
= President
< Witnesses: Ralph J. schwarz, Morr
;; WILLIAM J. GUsTE. Notary Public.
= i hereby certify that the above and for
e going Is true and correct copy of Il
$ original on file in the records Of my Off
: at New Orleans. Louisiana.
:; WILLIAM J. GUSTE, Notary Public
Il (Seal)
d l. the undersigned Recorder of Nor
n Cages for the Parish of Orleans, State
y Louisiana, do hereby certify that Il