The herald., 1920-07-22
CHARTER

M such time. and in such installmentS' y
may be prescribed by the Board ol III
rectors Said Corporation Shail Bt'9i'c
n going concern and shall hc duthofl|cu I" |
commence business when $l2s"nHo OF ~
capital stock shall have been su6II'rinrdi.
and when S62jOuO OF IT'S caplth STUN
/ shall have been paid for.
ARTICLE V.-The capital stock OF this
I CORPORATION may b" increased 10 lh' >uI
} of fifty thousand tNJoOOOUO dollars ny
/ two third, vote of all the stock present OF
] represented at "A special meeting calico
. for that purpose. or ut regular aIhu"I
! meeting Of the Corporation
/ ARTICLE Vial certificates of stock
i..urd by the Company shall be signed h2
II. President and couuterSigncd 10y tn"
/ vice President; or. il authorized ny TtHp
I linton of the Board of Directors. Shall b'
/ signed by the President or Vice frrSld'h
ana countersigncd by the Secretary Treas
urer. The stock of this Corporation ca
be- transferred only on the books 81 m
CORPORATION and subject To SuCh r"Eula
tion~ aud fOrmalties as may De 10y lh'
I Board of Directors from time to ilme pre-
>rrihrd. No stakeholder snail DE PIT
. mitted TO sell or othtr"lNr utIpoN' Oh ~" i
. stock without first Offering the same III
writing to the other stockholders. through
the Board of Directors, at price not 'N-
. r..dius the book value thereof at the time
. of the last inventory, and the >tockhuId"rN
shall have AN option AMI Hr>t riEht 10
purchase all the shares of stock TO he
. thu, disposed of by sale or by tn" urai"
resignation or otherwise, 81 any 81 iht
stock uOIdrrs Of the corporation ana >hhi
have "a period of ten days IN which To ar-
rrpt or decline such offer of stock. Sn""
the Hoard of Directors or the StOrkhOlu'fs
/ decline TO purchase said stock. then
+ ,to,kholi.r or stockholders who made me
offer to sell or Uthcrwls" dl>poN" OF i"'
stock, may sell or otherwise dispose
il in any manner and at any price Oh
he or they may see fit. But each share
/ of stock is issued under the condition Il"
understanding that no stakeholder 81"
. make sale or transfer of his stock u
violation of this provision, and such sale
or transfer, If made. shall be void, "a
. this Company shall be under no obllGa-
ZION 10 list said htock on it> books or To
regard the holder of the certificate there
Of
ARTICLE EII.-The corporate powers
of mis- curpOratiOn shall be vested in aud
exercised by Board Of Directors COM
posed of not less than three and not more
than five stockholders, two OF whom ShaII
constitute a quorum II Ihrre are 'hrr'
Directors: and three Of whom shall con
Stitutp a quorum il there are four or flNc
Directors. for the transaction OF business.
The Directors of this Corporation may
vote in person or by written proxy n any
. of IN. meetings of the Board % birrc'O r$.
and the Board of Directors may delegate
, any of its powers To any officer or OFFICERS
/ or any other representatives OF the tom
, many bv appropriate resolution to that
, effect. The first Board OF Directors Of
this Corporation shall be composed OF The
/ following: Henry Shelby. Richard IL. Nil
Ter and y. Il. Shelby, with Henry shelby
rs President. Richard Ii. Miller a. We"
President and " Il. shelby as Secretary
! Treasurer, and they shall serve uItll the
! second "Wednesday in June, 1921. or until
their Successors are elected and qua!iilcd.
The Directors of this Corporation shall
be elected annually. by the stockholders,
. on the second Wednesday i'll June. each
! wear thereafter Notice of such meeting
! shall be given ten days prior to the date
: of the meeting. sent to each stakeholder
= at his last known address. The Board OF
] Directors may change the date of such
: meetings, by giving thirty days notice, III
q the manner above provided. Notice may
be waived, provided the stockholders con
= sent in writing, or by telegram, to waive
= notice. Each stakeholder shall. at such
> annual meeting or other meeting, general
or special be entitled, in person or proxy
to one vote for each share of StOCb
owned by him. Elections shall be held
under such rules and regulations as may
: from time to time be determined by tht
p. Board of Directors. The Directors. when
= elected. shall hold office for one year, Of
J. until their SUCCESSORS shall have been elect
I ed and qualified; and failure TO hold th'
J. annual meeting of the stockholders. or Il
D.. elect annually the directors. shall not OPP
| crate the forfeiture of this charter or any
70 rights Hereunder. Any vacancy occurrinL
in the Board of Directors may be filled b!
4 the directors for the uneNpired term, ant
in the event that the remaining directors
cannot agree upon the person to be ap
| pointed to fill the vacancy, then stock
! holders meeting shall he duly called 4
| elect a new director. The Board of hi
: | rectOrs may be increased from three L
. five by a majority vote of the OutStandin:
=. | stock at any annual meeting or ut an!
!, | spcciaI meeting of the stockholders calle,
- for such purpose. and without the neces
i Sity of any amendment or alteration o
!, this charter.
!, ARTICLE VIII-This charter or act o
% incorporation may be changed. modified
Is altered or amended. by and with the con
sent of two-third of all the stock presen
Is at any meeting. general or special. hell
for that purpose; and such amendment
s. may be material or immaterial, SubjcC
only TO limitations as may be by law pro
vided; and this corporation shall have IN
rover to increase or decrease its capita
| stock as hereinbefOre set out. and any in
crease in the capital stock in excess q
- the amount named herein as the amour
:, to which il may be made by a three
fourths vote of all outstanding stock.
ARTICLE IX.-Notice of any and a
u meetings referred to in this charter,
r required by law, shall he given in IL
~ manner provided in giving notice in rss
mr. of elections. unless the same shall hay
nd been waived. In case of the dissolution
he liquidation or termination of this charte
L. this corporation shall be liquidated b
s. one or more liquidatOrs elected by Il
r khOlders. who may provide the nun
in Der of said liquidators and vest them wit
It. such power and authority as may by Ia
d. he permitted, and fix the terms and col
al ditOns uuOn which they shall serve an
b. their compensation, and provide that
y, case of disability of any of said liquid;
at tors, the remaining hquidatOrS may Fl
he the vacancy or continue TO act on beha
nd of the corporation.
ct ARTICLE Mo stakeholder of tn
tie corporation shall be liable or responsib
"A for any costs, contracts, debts or faul
" of this company, or any of its Officers
ID, nsr shall any mere informality in organ
nj iZation have the effect of rendering TIA
Ill charter null and void. or of exposing
re- stakeholder to any liability beyond Il
'r, unpaid balance due on the stock held 1
hd him.
ARTICLE XI.-The subscribers here
have written opposite their names Il
NJ Of them and their postOffice addresses,
ne that this charter may serve as the sui
We scription list of the corporation; all
a which subscriptions are payable in Il
lte manner and form set out herein.
"a o Thus done and passed in my office
ke the City of New Orleans. Louisiana, on Il
nd day, month and year herein first abO
90 written, in the presence of Ralph
NV SchwarZ and Paul +. Chasez. compete
~ witnesses who have hereuntO signed the
al names, together with the said appea re
,r and me, Notary, after due reading of Il
q whole.
nd Witnesses: Ralph J. Schwarz. Paul
to Chaser.
m HERMAN L. BARNETT.
or, Notary Public.
n NJ /. the undersigned Recorder of MOI
a. cages. in and for the Parish of Orlear
az State of Louisiana, do hereby certify tn
its the above and foregoing charter of She
,ed supply Company, Inc, was this day du
70 recorded in my office, in Book 1915, Fo
~ 81.
rs In witness whereof. l have signed tbs
Wv presents New Orleans IouiSiana