The herald. [volume] (New Orleans, La.) 1905-1953, 1920-01-22
CHARTER.


stock of this corporation is herein sub
scribed for by the incorporators and a
| soon at the nifty per cent of all stock sub
scribed for by the incorporators has beer
PAID for this corporation shall engage ii
| business and become a going concern. AL
| subscribed stock of the corporation mus
| be paid for in cash or property purchased
| or leased by the expiration of twelve 10
months from date of this chapter.
No transfer of stock shall be binding or
this corporation until the original certi
| ncate has been properly endorsed for can
| cellation, surrendered by the holder In
| whose favor the stock was issued or In
| like manner endorsed and surrendered by
MS duly authorized agent; and upon re.
| ceipt OF said certificate the Secretary shall
be authorized to cancel same and to issue
| new one representing the same number
Of shares in lieu thereof.
| ARTICLE IV.-The capital stock Of the
| corporation may be increased to the total
Of fifty thousand dollars, and divided into
shares of the par value of one hundred
dollars each.
The domicile of this corporation is fixed
at New Orleans, La, U. S. A. where all
citations and other process shall be served
on the President, or in his absence on the
VICE President, and in the absence Of both
on the Secretary, or as the law directs
All meetings of the stockholders or d.
rectors must be held at the domicile OF
| the Corporation and in its principal office
there. provided, that with the written con-
sent or all Directors, valid meetings Of the
Directors may be held outside of the State
elsewhere than at its domicile.
ARTICLE V.-This corporation shall en-
dure for a period of ninety mine years and
enjoy the right of succession.
ARTICLE VI.-The corporate powers of
this corporation shall be vested in and
exercised by a Board of Directors com
posed of three stockholders, two OF whom
shall constitute quorum for the trans
action OF business. except that the Off
GERS of this corporation shall have and
exercise the powers granted to corporate
officers by Section IS of Act 267 of 1914.
Until the first Monday in January, 1921,
the following named persons shall con-
stitute the Board of Directors for this cor
poration, to wit: James NJ. Walker, Presi-
dent address, 161 jefferson Ave, Memphis,
Tenn, and John Walker, Vice-President,
address, 16l jefferson Ave, Memphis,
Tenn, and John h. Walker, Vice-President,
Tenn. and Arthur l.. Crabtree Treasurer,
Decatur Street, New Orleans. Thereafter
the Directors shall be elected annually on
the Monday preceding the Second Tuesday
OF January of each year. The Directors
and officers of this corporation shall hold
office and continue to serve until their
successors have been elected and duly
qualified. The Board of Directors shall
by majority vote, have the right and power
to increase the number Of Directors and
provided the maximum number of di-
rectOrs of the corporations shall never ex-
coed seven. Any stakeholder may be ellgi-
BILE for membership of the Board of Di-
rectors who owns one share of stock In the
corporation, in his own name and I'M
pledged.
The stockholders shall elect Directors at
their annual meetings by ballot and each
stakeholder shall be entitled ito one vote
for each share of stock standing in his
n On % nj %
ton, the vote to be cast In person or by
proxy; and ii shall require a majority Of
the stock present to elect.
The Board of Directors shall hold regu-
lar meetings at stated intervals at such
times as may be fixed in the bylaws Of
this corporation. The meetings shall be
held at the domicile of the corporation or
as provided in Article ~ of this charter,
but the President, and in his absence the
Vice President may call special meetings
of the Board Of Directors or stockholders,
as he may deem advisable, and he shall
be required to call such special meetings
whenever requested to do so by Director
or by holders of one fourth of the capital
stock of the corporation. Three days
notice of such special meetings shall be
given i'm writing, by mail to the address
of each director, unless waiver of this
notice is signed by all the Directors, but
no general waiver shall be legal.
Any vacancy occurring on the Board
Board of Directors at its next meeting
after such vacancy has occurred.
The first Board of Directors shall and
is enjoined to draft and adopt a suitable
act of Bylaws for the government of the
corporation, which may be altered, amend
ed or changed as the business of the cor
poration may require.
ARTICLE VII.-The officers of this cor
poratiOn shall consist of a President,
Vice-President and Secretary and Treas
urer, each of whom shall be a stakeholder,
as required to be a Director. The office
of the Secretary and Treasurer may be
held by the same person. The following
persons shall be officers until the meet
ing of the stockholders to be held on first
Monday preceding the second Tuesday of
January of each year, James W. Walker,
President, address 161 Jefferson Ave,
Memphis, Tenn, John X. Walker, Mem
phis. Tenn. Vice President; Arthur l..
Crabtree; Treasurer Memphis Tenn Tenn:
Orleans, La, Secretary.
ARTICLE vIII.-This charter may be
amended, modified or altered, the capital
stock increased, not to exceed the maxi
mum fixed in Article Nv of this charter,
or the corporation dissolved by the as
sent of three-fourths of the holders of
the stock issued at a general meeting or
special meeting Of stockholders of which
notice has been given thirty days prior
to the meeting. in writing, copy OF which
stakeholder and after publication Of such
notice for thirty days in daily news
paper published in the City of New Or
leans and upon complying with the re-
quirements of law in such case provided.
The notice to stockholders may be waived
in writing provided, 1t be signed by all
stockholders Of the corporation, but no
general waiver shall be legal.
ARTICLE IX.-The Board Of Directors
shall have and be vested with the separate
powers of this corporation. The corpora
ton shall have succession by its corporate
name for 90 years: to sue and be sued by
its corporate name in any court of com
petent Jurisdiction; to make and use a
corporate seal and the same to alter at
pleasure; to acquire property by grant.
gift. purchase; to lease. hold and dispose
of and to mortgage and pledge the same,
subject to limitations fixed by laws; to
appoint such officers and agents as the
business of the corporation may require
and to fix their compensation, having due
regard to the nature, character. and value
of their services: to conduct business in
other States Of the Union. Fed
eral Districts, possessions Of the United
States and in foreign countries; to pur-
chase for cash or held when acquired in
operation Of its business, stock in other