The herald. [volume] (New Orleans, La.) 1905-1953, 1920-07-15
CHARTER.

| NI1AN En-.
of the debts of the Corporation and ia,
| payment ia full of the par value of all TIN
| preferred stock legally issued and out
standing. together VITA all accumulated
unpaid dividends thereon. the entire re-
maiHd,r of said assets of said corporation
! shall be- divided among the holders Of tn
| common stock legally issued and outstand
| ing. in proportion 10 their respective
! holdings.
/ g. An voting power of the Corporation
| (oNcept rs herein above specially provided
! shall be- vested exclusively in the common
stock. at all elections of Directors. or othe
meetings of the stockholders. except upon
| questions relating to the liquidation or dis
| solution of this Corporation. in which cas-,
| the preferred stock shall have Il like vOtiui
power a~ the common stock, that is ou'
vote for each share Of stock. No amend
meut to the charter shall bc passed which
! shall impair the rights of the preferred
stockholders as hereinahove provided.
! :. All shares Of stock shall be- trans.
| ferrcd only upon the books after surrender
| Of the outstanding certificates and purNu.
ant to such rules and regulations ~ may
be- prescribed by the Board of Directors.
:. No stakeholder shall have the righ'
to sell or otherwise dispose Of his common
stock In this Corporation to any person
other than a stakeholder thereof. without
first offering IL i'm writing for thirty go,
days through the Board Of Directors TO IA"
other holders of common stock al its book
value rs determined by the last preceding
inventory
o. This Corporation ShaI he q going
concern a. soon aS five hundred thousand
tSIuOOOp uo dollars of TIA" capital stock
shall have been subscribed for. which shall
he paid for either in cash, or property Hc-
tually received 10y the Corporation in ar-
Cordancr with law; and in payment OF all
or any portion Of said stock this Corpora
ton il authorized to acquire and take over
amy business or businesses through it,
Board of Directors. who shall have full
power and authority to i>Su" all stock H.
they shall determine.
~. The capital stock Of this CORPORA
ton may be increased to two million
tS2.OOO,Ouol dollars, that is the preferred
stock may be- increased TO five hundred
thousand tSJou.OOOOOD dollars. and tn" com
mon stock may be increased TO one million
five hundred thousand (Sl,JO0,OoOl dollars
ARTICLE V.-AH the powers of this
Corporation shall be vested in and eNcr-
cS"d by. aud its business and affairs shall
hr managed 10y Board of Directors of not
less than three 60 nor more than seven
"a Directors. each of whom shall own ~
least one share of common stock in his own
name. Said Directors shall he elected 10y
the stockholders entitled to the voting
power at the annual meeting which shall
each year. The first annual meeting shall
he held on the first Monday of June. 1921.
until which time IN" Officers and directors
named in this charter shall continue to act
and until their successors are elected and
qualified. Should the stockholders elect
less than seven "a directors. the Directors
may elect the additional number up to
seven "a.
=. All vacancies in the Board Of Dircc-
tors shall be filled by the remaining Iii
rectOrS. Any Director may b" represented
at any meeting of the Board by any other
stakeholder by proxy.
,. Immediately after or as soon as prac-
tiCabr after their own election. the Direc-
tors shall elect Il President Treasurer. -
Vice President, and Il Secretary. and may
elect such other ce-PreSidentS or other
Officers as they desire.
I. The office of the Treasurer may at
any time be disconnected from that of
President and united to that of the Vice
President or Secretary. or established AZ
separate office.
>. The failure to hold the annual meet
ing TO elect Directors shall not affect this
Corporation nor impair its management in
any respect. but the Directors and Officers
shall continue in office until their success
S"rS are elected. The Board of Directors
shall have the authority to determine the
extent of the power and fix the duties oi
all officers.
T. The first Board of Directors and Off
GERS of this Corporation and their post
office address are as follows:
Alfred J. krOwer, III Exchange Place.
New Orleans. La. President Treasurer.
Mrs. Rose l.. Krower. 1880 st. Charles
Ave. New Orleans. La. Vice President.
MyrOn NJ. Goldman. 2l3 Whitney-Central
Bldg, New Orleans. La. Secretary.
Z. At all meetings of the Board of hi
reCtOrS the President shall have the right
to vote upon any and all matters that may
come before the meeting, and in addition
shall have the deciding vote in ease of
tie.
5. The Board of Directors may make
amend or repeal all bylaws for the regu-
lation of the Corporation.
ARTICLE VII This act of incOrpOr-
alton may be modified. changed or altered
or said Corporation may be dissolved with
the assent of twO-thirdS e. ~ of the capt.
tai stock outstanding at a meeting of the
and after (15) days written notice has been
delivered in person or given by letter
mailed to the last known address of each
The said notice may be
waived by the unanimous consent Of the
StockhO lders.
. The capital stock of this Corporation
may be increased or reduced in accordance
With the provisions of the law in such cases
made and provided.
3. In case of the dissolution of the Cor
pOratiOn its affairs shall be liquidated by
one or more liquidatOrs elected by ma
jOrity vote of the stockholders. with such
powers, compensation and duties the
NAV determine.
ARTICLE VINO stakeholder shall
ever be liable for the faults or contracts
of this Corporation in any further sum
than the unpaid balance due to the cor
poration on the shares subscribed by him.
nor shall any mere informality have the
effect of rendering this charter null or q
exposing any stakeholder to any liability
beyond any unpaid balance due on hi
stock.
ARTICLE VIII.-There is annexed to
these articles of incorporation and to be
read in connection Herewith. an accurate
detailed, and itemized description of the
property as to amount, location, extent
character and state of Improvement to-
gether with the statement of its value as
appraised by its Directors transferred to
the Corporation in payment of the sub
scrlptiOnS TO the capital stock of said
Corporation.
ARTICLE IX.-The subscribers hereto
have respectively written opposite their
names the amount of stock subscribed by
them in this Corporation. so that this Act
of Incorporation may also serve as the
original subscription list of the Corpora
tion, and they have stated their poStoffice
OF l9ll. of the General Assembly of the
State of Louisiana.
Thus done and passed in my office in
the City of New Orleans, State of Lou
lsiana, on the day, month and year first
above written, in the presence of James
NJ. Dillon and j. Val YESTERDAYS, cOmpe-
tent witnesses, of the full age of majority
residing in this city. who have hereunto
signed their names with said appearers and
me, Notary. after due reading of the whole
Original Signed)
Alfred J. krOwer. Ill Exchange Place.
New Orleans. La, 1852 shares common.
Rose l.. Krower, 1880 ST. Charles Ave.
NeW orleans, La. 1900 shares preferred. |
l929 shares common.
Myron NJ. Goldman. PA Whitney Central |
Bldg. New Orleans, La, 10 shares common
Witnesses: |
J. NJ. Dillon. ]. Val YESTERDAYS.
tSeaD CHARLES ROSEN.