The herald., 1920-01-01
CHARTER.

except as preferred stock Glass "a"
3. NO transfer OF stock shall be bind
| ing upon this corporation except when
made upon its books by the surrender OF
the outstanding certificate and its proper
endorsement by the owner or his duly
constituted agent or attorney in fact, and
no transfer of stock shall in any event
be made until the owner thereof shall
have shown cOmpliante with provisions
of Article VI of this charter, as herein
amended.
ARTICLE V.-An the corporate pow-
ers of this corporation shall be vested
in, and exercised by, a Board of Directors
10 be composed of not less than four nor
more than nine stockholders. When
there is an even number of directors one
half of the Board shall be composed of
preferred and the other half of common
stockholders. When there is an uneven
number of directors, the majority shall
be composed of preferred stockholders.
In the event that the Board of Directors
consists of an even number of stock
holders, then the preferred stockholders
shall nevertheless be entitled to have n
majority of their number on said board
whenever the dividends on said preferred
stock, as hereinabOve provided, Shall be
come in arrears. Whenever the preferred
stock shall have all been retired, then
the Board Of Directors shall consist en-
tlrely of common stockholders. The di-
rcctOrS or the company may attend meet
ingS of the Board of Directors either in
person or through their duly constituted
proxies.
All elections for directors shall be by
ballot and conducted at the office of the
said corporation at such hours and under
Such conditions as the Board of Directors
shall prescribe. Every stakeholder shall
be entitled to vote in person or by proxy.
and the majority of votes cast shall elect
The meeting of stockholders for the cleo
ton of directors shall be held annually
second Monday in al.r -.
ginning in February, 1920. The directors
who shall have been declared elected shall
meet on the day following such election
CunleSs such day be "A dies non, then on
the next succeeding business day. and
elect the Officers provided for in this
charter, who shall then and there proceed
to transact the business of this company
Any vacancy existing or arising among
the directors by reason of death or resig-
nation or otherwise in the interval be
tween the annual meetings of stockholders.
shall be filled by election for the re-
mainder of the term of the Board by the
other directors, even though no quorum
remain among them.
The failure to elect directors on the dav
above provided or to hold the annual
meeting of the stOckh UlderS of the COM
pany, shall not operate to dissolve the
corporation or to affect its corporate eX-
iStence. but the directors then in office
shall continue until their successors are
duly elected and qualified. and shall cause
another election TO be held by the stock
holders so soon as possible thereafter
after ten days notice thereof shall have
been given in writing TO each stakeholder
at his last known address.
The officers of this corporation shall
be President. one or more Nice-PreSi-
dents (the number to be left to the dis
erection OF the Board of DirectOrs), Sec
rotary and Treasurer.
ARTICLE VI.-NOne Of the stock of
this corporation may be sold, assigned or
disposed of by any holder thereof unless
he shall first offer ii in writing for thirty
days to the Board of Directors at its then
book value; and any sale or other dis
position. pledge or other encumbrance Of
said stock shall be made subject to this
provision of the charter. If the Board
of Directors shall fail to exercise its right
10 buy in said stock within said period
the holder thereof may make such dis
position of the stock as he desires
NO transfer of stock shall be made or
be binding upon the corporation unless
made on the books of the company and
pursuant to the provisions of this char
ter"
Thus done and passed at my office. in
the City of New Orleans, State of Louis
lana. in the presence of MesSrs Herbert
\. We'll and George W. Simons competent
witnesses, who hereuntO sign their names
with the said appearers and me, Notary
on the day and date first above written
after due reading of the whole
Original Signed)
MARCEL KRATSS President.
ALEXANDER KRAUSS, Secretary.
Witnesses:
Herbert s. Well
Geo. w. SimonS.
ELDON s. LAZARUS.
Notary Public.
i. the undersigned, Recorder of Mort
cages. in and for the Parish of Orleans
state of Louisiana, do hereby certify
above of
amendment of the Krauss Brothers Ium-
Der Company was this day duly recorded
in my office in book 1881, folio 1856.
New Orleans, November &c. 1919.
lSigned) EMILE J. LEONARD, ID. r.
true copy.
ELDON s. LAZARUS
Notary Public.
Dec. 11-Jan. 10.