The herald., 1920-01-08
CHARTER.

10 per cent thereof. The other Is per cent
to be disposed of by the corporation as
| the board Of directors may determine, but
| for not less than par and subject to the
same conditions as specified in Article vi
of this charter In regard to the shares of
stock of which the option is hereinabove
given to the said s. III. Livaudais, c. A.
LelOng and Michel Lelong.
ARTICLE vi. All the corporate pow
ers Of this corporation shall be vested in
and exercised by a board of directors COM
posed Of five stockholders, four of whom
shall constitute quorum.
2. Said directors shall be elected at a
general meeting Of the stockholders of this
corporation, to be held on the first We'd
nesday of October in each year, unless
said day be legal holiday, in which
event said election shall be held on the
next succeeding business day.
3. Notice of said election shall be given
by written notice addressed to each stock
holder at his last known place of resi-
dence seven days next preceding the date
of said election and said notice may be
given by registered mail.
4. The said board shall, at its first meet
ing, elect from its members president,
a vice president and general manager, q
secretary treasurer or secretary and
treasurer.
8. The first election for directors under
this charter shall be held on the first
W
and twenty, until which time and until
their successors shall have been duly
elected and qualified the following per-
sons shall constitute the first board of d.
c. A. Lelong, Mrs. A. ID. Chaffraix and
Mrs. NJ. Olivia Lelong, with the said
! Michel Lel0ng, as president, s. II. Livau-
dais as vice president and general man.
ager C. A. Lelong as , secretary treasuaer;
the directors by death, resignation or
| otherwise, such vacancy shall be filled by
| the remaining directors, and the person
SO elected shall held office during the re-
mainder of the term of said board of di-
| rectors.
Z. The failure from any cause to elect
| directors on the day stipulated shall not
have the effect Of dissolving this corpora
ton, but the directors and officers then In
/ Office shall hold over until their sue
! cessors shall have been duly elected and
qualified. In the event Of any failure to
| held the election on the day stipulated
/ the president Of this corporation, or In
his absence the vice-president, shall I'm,
mediately call new election. to be held
| after notice as hereinabOve provided
3. At all elections and meetings OF stock
| holders of this corporation each stock
holder shall be entitled to one vote for
| each share of stock registered In his OF
| her name and may vote in person or by
proxy. All elections shall be by ballot
0. The board of directors shall meet a,
| least quarterly.
10. Besides the annual meeting to be held
/ as above provided, meetings Of stockhold-
| ers may be held whenever the board Of d.
recters may deem 1t advisable. or at the
request of any of the stockholders.
ARTICLE yI.-The net earnings Of the
! corporation shall be applied as follows
and In the following order:
1. An interest of six per cent shall be
paid on all the full paid stock.
| .. Twenty-Five per cent OF the remain
der shall be set aside as reserve fund,
until the said reserve shall have reached
| the total sum of twenty-five thousand dol
| lars.
! g. 500 1000 of the remainder. after de-
Quoting said interest and reserve shall be
/ paid as a dividend on the full paid shares
| Of stock herein subscribed for.
4. And of the remainder So per cent will
| be paid to the said 3. ii. Livaudais. e. A.
Lelong and Michel Lelong, in the follow
| ing proportions, for their services to the
corporation, in addition to any salary
| for the said shares Of stock which they
| have the option to subscribe for as afore-
said and the same to be gradually applied
to the payment of said stock as subscribed
for, by them, to-wit: 40 per cent to Mr..
s. ii. Livaudais; 80 per cent TO MI. Z. A.
| Lelong; Is per cent to Mr.. Michel Lelong.
All Of which is hereby accepted and
agreed to by them.
8. As the said shares of stock shall be
gradually paid for in full in the manner
aforesaid, or in cash If the said parties
chose to pay cash for the same. the said
| pro rata of net earnings allowed TO the
said s. H. Livaudais, e. A. Lelong and
Michel Lelong shall be diminished In pro,
portion to the shares paid for In full and
! the amount reserved for dividend shall De
proportionately increased to cover the
! dividend on the shares of stock of which
the option is herein given. as the same
4 l. Co. ND
| stock.
| a. Certificates of stock shall be delivered
| to them for full paid shares OF stock only
| and when the same shall have Deen tuiiy
| paid for. And the said shares OF stock
when fully paid for shall be entitled to
the same interest, profits, dividends and
advantages as the shares OF stock origi-
nally subscribed for and paid in full
Z. In case Of the death Of the said B
II. Livaudais, c. A. Lelong. or Michel Lee
long, the heirs Of the deceased will be en-
titled to a number Of shares correspond
ing in amount to the amount coming 20
or paid by the deceased on said shares
and the said prorata on pront nerean Al,
lowed shall not go to the heirs or ieg ,,,
cease and, terminate ipso facto from the
date of such death.
ARTICLE Vino stockholder SHAH
| have the right to sell or transfer DIS o!
her shares Of stock or any part tnereo!
to any one who Is not a stockholaef o.
| said corporation unless he shall have nrss
offered the same to the other aockholders
\ at the book value thereof as fixed by the
board of directors. allowing fifteen days
for the accepting or rejecting OF the ouer:
| After which delay, only II the offer OF
purchase Is not accepted, the stocknoioer
| desiring to sell his shares, may sell me
| same to any one not stockhoider: THIS
provision shall .be printed ON the race OF
In the body Of all certificates OF STOCK.
| ARTICLE vIII.-No stockholder Of this
| corporation shall be held liable Or re.
| sponsible for the contracts or aeots VI
| this corporation, or its faults or oeiaeirs'
| in any further sum than the unpaid OaI-
| ance due this corporation ON the snares
| of stock subscribed for or owned oy MIN
nor shall any informally In organtsaton
have the effect Of rendering this charter
null or Of exposing any stockncioer 70
any liability beyond the unpaid oaiance'
II any, due on his stock.
ARTICLE IX.-The parties hereto nave
annexed to this charter, as conditions AT
tached to the formation Of this corpora,
ton certain rules and agreements signed
by them and which they hereby oeciare
10 be permanent and irrevocable witnou'
| the unanimous votes Of all the stocknoio
| ers of the corporation given az genSra,
| meeting of the stockholders called for tna'
purpose.
| ARTICLE X.-The capital stock OF tnii
1 CORPORATION may be increased up 70 tns
sum Of two hundred thousand COLLARS "
the manner provided by law.
ARTICLE XI.-Whenevef In the 1udg'
ment Of the board Of directors or OF any
| stockholder II shall be deemed advfsaDis
4 .rd For the beneft of the corp0rat10f