The herald., 1920-07-15
CHARTERS.

. monthly trial balance preceding the
date of such notice. and the vain"
I thus found and established shall CON
. Stituie the vaiu" and price of said
. stock. II within tw-uty-four hours
after SuC' notice. the owner. his
agent or representative. does not ioiu
/ with the Board in establishing the
price or value of the stock. the Board
| may proceed withou; further delay to
! iiN the said value. using the REPORT
and trial balance aforesaid for that
/ purpose. which writings are declare!
TO be conclusive evidence for and
AGAINST all parties in interest i'm the
| premises, whether the value is e>tab-
/ llShed by tn" joint act of the owner.
: his agent, widow. heirs or representa-
! tive or by the Board of Directors act
! ing in default Of the cooperation Of
] said person or persons Upon the re
celPt of the offer or acceptance of any
! shareholder TO purchase said stock and
| upon obtaining guarantee satisfactory
To- said Board for the price thereof.
| the Board of Directors shall thercUpOu
| give notice To the owner Of the stock,
| his agent or representative. ana be
fore the expiration Of the period Of
eighty days aforesaid. shall call in the
| certificate or certificates representing
Such stock and pay the price or value
! thereof ana cause the same to be
transferred on the books Of the cor
! poratiOn.
| 60 The preference. option and right
of purchase heretofore vested by para
| graph ] in the other shareholders shall
| exist in full force and effect in their
| favor to acquire thu shares of stock
Of deceased stakeholder. and the for
terms. conditions, StipulatiOnS and de
| lays hcreInabOvC established in said
paragraph shall apply in all respects
| Of death. Immediately upon receipt
Of Information Of the death OF any
| shareholder, II shall be the duty Of
| The Board of Directors to cause the
| necessary steps To be taken to carry
out and enforc" these provisions.
go The preference. option ana right
of purchase hereiGaboyc 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 shah pass to and be absorb
| ell by the other shareholders, provided
! that the owner his widow, heirs or
1 legal representatives. as the case may
he. 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 >.
90 All certificates of stock shall
| bear brief reference to the righ.S
herein established in the favor of the
| StOCkh Older.
| ARTICLE N.-All the corporate pow
| erS of this corporation and the man
! dEement and control of its affairs.
! SudlI De vested IN, ana exercised by a
Board OF Directors composed of three
| stoc kholderS. a majority of which
ShaIl constitute a quorum for the
| transaction OF all business. The DireC-
tors shall be elected annually by the
| stockholders, at a meeting to be held
on the hrst Monday after the first
Sunday OF each year in the month of
| January said meeting to be preceded
| by three days written notice to the
stockholders. Each stakeholder shall
ne entitled. IN person or by proxy, to
hl a1 h. IA i'm,
and all elections shall be held under
such rules and regulations as may be
determined by the Board of Directors.
| The Directors when elected, shall con-
tlnue in office for one year and until
| their successors have been duly cleo =
ed and have qualified. No failure to
elect shall operate the forfeiture OF
| TINS charter. Any vacancy occurring
| on this Board shall be filled by the re-
naming Directors for the unexpired
| term. The Board of Directors shall.
At ITS hrst meeting after it's election,
select out of its number. a President,
and one or more Vice presidents. ami
| Shall also elect SeCretary-TreaSurer
VINO need not, however, be a member of
the Board. The President shall have
the rlSht to appoint and dismiss the
clerks and other employees of said
corporation at pleasure, and as the in
| lereSt and business of the same NAV
demand. He may exercise this author
or absent, or about TO absent himself,
shall have the right to appoint, bv
| written instrument. another Director
or stockholders to act as his proxy
in his stead. at any and all meetings
OF the said Board Of Directors, duT;nry
Snch absence; The first Boar Of Di-
con- posed of the folIowin.s natn,.I ner-
sons. who shall serve until The cleo
ION ION to be held in 1921, namely: Ahra-
York; William II. Cowley. New Or
leans. Louisiana. and T. J. Erandner.
New Orleans. Louisiana.
ARTICLE NI.-The funds of this cor
poratlon shall be deposited from time
70 time IN a bank or banks to be Sc
| lected by the Board of Directors. All
JJnechS' notes or other Instruments
nnaWh, executed or issued. in the cor
porations name and behalf shall be
2,Ehed by the President and the Vice.
| iIeSldent, or the Secretary-Treasurer
10; 10 oIIlcer shall thus sign or endorse
/ strictly in its concern
ARTICLE VII.-No stakeholder shall
oe neld liable or responsible for con-
tracts. faults or debts of the corpora
IN It's organization have the effect ~
rendering this charter null, or of eX-
p p0E,dhg ANY any stockholder to liability be
shares owned by him
ARTICLE VIII-This act of incor-
purall9n may be changed, modified or
altered. or this corporation NAV he
hhlSIS,pIved, with the assent of the stock
| STOCK or this corporation, at a general
| meeting convened for that burmese
| anu after at least three DAYS written
| notIce OF thls meeting shall have been
| Even through mail, addressed 10 each
| sIocknoider at his last known place
| ~ resluence. In case of dissolution by
! me expiration of this charter, or 9TH
| erWise' the stockholders shall elect a
| hquldator from among their own num-
per, VINO shall have full authority to
| settie and wind up the business and
| auairs or the company. The terms ard
SSondltl0ns OF: and the compensation
| LOT such services shall be fixed at the
IlIhe OF election. In case of the death
or disability of said commissioner or
| liquidator before the liouidation Of the
afairs of the corporation. the success
sor 10 MI the vacancy may be ap-
pointed by the stockholders
ARTICLE 1X.-Any and all notices
anu delays provided for by this char
Ter may be waived by the unanimous
consent or the stockholders unless pro-
hibited by law.
ARTICLE X.-The names and post
othce addresses of the subscribers to
the capital stock of this corporation
and the number OF shares subscribed
py each or them, are as follows: Abra-
nam Frankel, New York. n. Y, 1893
shares; William H. Cowley, New Or
,Eeans, La, l share; T. ]. Brandner
named Abraham Frankel. in consider
atlpn or the shares of stock subscribed
20 oy MIN, hereby agrees to SELL trans
Ier' assign and deliver to the French