The herald. [volume] (New Orleans, La.) 1905-1953, 1920-11-18
CHARTER.

CHAR Elk.
and designated rs Class \ and the second
/ 10 bee known and designated As Class j.
stock.
/ Section THE amount 81 Glass \ stock
/ is fixed M N" sum 81 $'oOOOuN, divided
; into and represented 10y 800 shares Of IN"
/ par value of $4,000 each. said stock shall
/ have the right and privilege of cl"etiuc
/ one and only on" director, provided IN"
: number of directors elected shall not cN-
/ coed three should the number Of dire
I tors elected exceed three, said stock shall
4 have the right and privilege OF clcCiiu-
! two. but not more than two or said ~
| rrctOrS. and no distribution or division
| of said stock shall create in the holders
! thereof. in any manner, tn" right To elect
| a greater number Of directors than as here
/ inuhOve provided
! Section 2-Thr amount Of Glass L stock
| is fixed at the sum of 100000. divided
/ into and represented by 500 shares Of tn"
! par value of $4,000 each. Said stock shall
have the right and privilege of electinC
one and only one director, provided the
number Of directors elected shall not eN-
ceed three. Should the number % di-
| rrCtOrs elected exceed three, said stock
! shall have the right and privilege Of elect
ing two. but not more than two of said
directors. and no distribution or division
OF said stock shal: create IN ne holders
thereof. in any manner, the right to elect
a greater number of directors than As
hereinabOve provided.
Section 3.-ShOuld only three directors
be elected, the third director must be
| elected by n ma jOrity vote of Class \ and
| Class Il stock voting together. Should
five directors be elected. the fifth direc-
tor shall be chosen in the same manner,
! by a majority of Glass \ and Class Il
stock. voting together. The stockholders
Of Class A shall have the right at any
! time 10 I'LL any vacancy or vacancies or
/ any of the directors elected by them, and
| the stockholders OF Glass Il shall have
the right at any time to fill any vacancy
| or vacancies of any Of the directors elected
| by them. should the dictatorship elected
1 by the majority vote of Glass and Class
| Il stock. voting together, become vacant
the vacancy may be filled by a majority
! of Class y and Class b stock, voting to-
| gether.
Section 4-This corporation shall be-
| come a going concern, and be authorized
to commence or TO continue its business
as soon as 100000 of its capital stock
shall have been paid for. either in cash,
or its equivalent, as provided by law. and
all of the said $l0O.0OO.O0 of its capital
| stock has. in fact, been subscribed and
paid for at the time of the passing of this
| act, in the manner and form provided by
law.
| ARTICLE VI.-An certificates OF stock
issued by this company shall be signed
| by the President and countersigned by an
other officer of the company or by a di-
rector. The stock of this corporation can
be transferred only on the books OF the
corporation and subject to such rules and
regulations as may be by the Board of
No stakeholder shall be permitted to sell
| or otherwise dispose of his stock without
first Offering the same. in writing, to the
other stockholders, through the Board of
! Directors, at price not exceeding the
book value thereof at the close of the
last fiscal year, and the said stockholders
shall have the first right and option to
purchase all of said shares of stock to
! be thus disposed of. and shall have a
period of thirty days in which to accept
or to decline said offer. Should the stock
hn1A a..lf .haS tha cnfI l.
the Board of Directors shall have and IS
hereby vested with the right and power
to acquire said shares of stock on be
half of the corporation, and thereafter to
erection it may determine. Should the
stockholders and the directors fail within
thirty days after such offer of sale shall
have been made to purchase said stock,
then the stakeholder Offering to SELL the
same may dispose thereof in any manner
and at any price he may see fit. but each
| share of stock is issued and held upOn
the condition and understanding that no
stakeholder shall make a sale or transfer
of his stock in violation hereof, and such
| sale or TRANSFER, if made shall be void
and this company shall be under no obli-
cation to list the stock thus transferred
| on its books or to regard the holder of
the certificate thereof.
ARTICLE VII.-The corporate powers of
this corporation shall be vested in and eX-
erciSed by Board of Directors. composed
of three stockholders, two of whom shall
constitute quorum for the transaction of
business but said Board of Directors NAV
be increased to five at any time by a ma
jority vote of Class \ and Glass Il stock
at any meeting, annual or special. and
without the necessity of any amendment
TO this charter. Should there be four di-
rectors, three shall cOnrtitute q quorum.
Should there be four or more directors
hree shall constitute a quorum The stock
holders may vote in person or by written or
telegraphic proxy, given to any other direc-
tor or stakeholder. The directors may dele
gate any of their powers TO any officer or
officers or other representative of the COM
pany by appropriate resolution to that
effect. The first Board of Directors shall
be composed of Karl NeumOnd. Ludwig
Ethemann and Ralph j. Schwarz, who
shall serve until the second Wednesday in
| January, 1922, or until their successors are
elected and qualified. Thereafter the di-
rectors shall be elected annually by the
stocknolders at meeting held on the sec
ond Wednesday in January in each year
after date hereof. Notice of said meetings
shall be given fifteen days prior to the
date IN writing; or by telegraph. sent to
each of the stockholders at his last known
place of residence. The Board of Direc-
tors may change the date of the annual
meetings to any other date in January,
by written or telegraphic notice to that
effect, sent ut least fifteen DAYS before the
date to which said annual meeting has
been changed, directed to each stakeholder
at his last known place of residence. Each
| stOckhOlder shall at the annual or other
meetings be entitled, in person, or by writ
ten or telegraphic proxy. to one vote for
each share of stock owned by him. Elec-
tons shall be held under such rules and
regulations as may from time to time be
prescribed by the Board OF Directors The
directors when elected, shall hold office
for one year. or until their successors shall
nave been elected and qualified. Failure
to hold the annual meeting Of stockholders
or annually to elect directors shall not OBJ
crate the forfeiture of this charter or any
rights Hereunder. The first officers of this
corporation who shall hold Office until
the second Wednesday in January, 1922 or
until their successors are elected and quail
ned, shall be Ludwig Eisemann, Presi-
Gent karl Neumond, ce-President. and
haIph ). Schwarz, Secretary. The Board
once or treasurer, as a separate Office or
may merge that Office with the office OF
Secretary, and may revoke such action
from time to time
ARTlVLE IX.-Notice or any and all
meetings referred to in this charter, or
required by law, shall be given in the
manner provided for giving notices in case
OF election, unless otherwise made neces-
sary under the law. Any stockholdar ~