The herald., 1921-09-29
CHARTER.

employees OF this corporation shal De
during the pleasure of the board OF d.
rectors. The board of directors may, from
among its members, appoint an executive
committee, which said committee shall
consist of three members including one OF
the officers of the corporation, ana the
board of directors may delegate such man
agerial powers as it deems necessary TO
the executive committee, which said com
mittee shall report at each meeting of the
board of directors. The board of directors
may name and appoint such other com
mittees as it may deem necessary for the
purposes of the business of this corpora
ton.
ARTICLE VINO stockholder shall ever
be held liable or responsible for the con-
tracts, faults, debts or duties of this cor
| pOration, nor shall any mere informally
in its organization have the effect of
| rendering this charter null, or of exposing
its stockholders to any liability beyond
| that every subscriber of the capital stock
| of this corporation, though not a holder,
shall be personally liable to the creditors
| OF this corporation to an amount only
equal TO the unpaid balance on the stock
| for which he has subscribed. Trans
| ferces shall not be liable unless il be
shown that the stock was acquired with
| knowledge of the conditions which would
| make the subscriber liable; where both
subscriber and tranSferee are liable, the
| liability shall be in sOlido, and the liza
bility shall continue as to both, after any
disposal of the stock. Further, that if
| stock be issued for property in violation
of the provisions of Act 26I of the General
Assembly of the State of Louisiana for the
year 1914 and the amendments thereto, or
if any dividend or other distribution of
the assets be made other than from net
profits, if Il reduction of capital be made
under the guise of a loan to stockholders,
or if any report or statement or public
notice shall not be made as required by
law, or if made shall be false in any ma
terial representation, the directors of this
corporation voting or asserting thereto
a, no
creditors of this corporation for any loss
or damage arising therefrom, and in case
of reports, statements, or public notices
required by law, the officers shall be Joint
ly and severally liable with the directors.
as provided above, provided. however. that
If the knowledge required for the making
OF the statement or report prescribed by
law be not practically ODtainable. the Of
hcers or director making it shall not be
liable as herein set out, except in accord
ance with the provisions of Act 267 of
the General Assembly of the State of
Louisiana and the amendments thereto
on tE~ subject
ARTICLE VII-This Act of Incorpora-
ton may be changed, modified or altered
or this corporation may be dissolved with
the assent of the stockholders owning two
thirds (23) of the issued stock of this
corporation or may he further modified
with the assent of the stockholders own
ing three-fOurthS "a of the issued stock
of this corporation; all as is provided by
Act 267 of the General Assembly of the
State of LOuiSian for the year 1914 and
the amendments thereto, at a meeting of
the stockholders convened for that pur-
pose and after due notice shall have been
given each of said stockholders as pro-
vided for in Article V of this charter or
Act of Incorporation, except that when
ever in the judgment of the board of di-
rectOrs il shall be deemed Advisable and
for the benefit of this corporation that it
should be dissolved. the board of directors
within ten days after the adoption of a
resolution TO that effect by a majority of
the whole board of directors at meeting
called for that purpose, of which meeting
each director shall have received at least
three go days notice, shall cause notice of
I'M rn e,,d adoption of such TesOl9tion to be
a notice of the meeting of stockholders
TO be held in the office of the corporation
10 take action upon the resolution so
adopted by the board of directors. In case
OF the dissolution Of this corporation, by
the expiration of its charter or otherwise
the stockholders shall elect three go liQui- |
GATORS from among its members who shall
nave fuii power and authority to liquidate
and settle the business and affairs of this |
company. In case of death or disability
OF any of said lquidatOrs, the survivor |
or survivors shall appoint a successor or |
successors to him or them.
ARTICLE VIII-Until the election to be |
held on June l. 1922, the following stock |
holders shall constitute the first board of |
directors: j. NJ Aucoin, Louis Broussard |
and Joseph T. Buddecke, with the said /
j. Nj. AucOin as president; Joseph L. Bud
decke as vice-president and Louis BrOus-
sard as secretary treasurer, the respective |
addresses of these officers and directors
being as follows: j. NJ. Aucoin, 314 Royal |
Street; Louis Broussard, 1927 Esplanade
Avenue; and Joseph I. Buddecke, st.
Charles Hotel, all of New orleans, Louis
lana.
ARTICLE IX-The capital stock OF this
corporation, after having been transferred
form this company to a subscriber there
of, shall not be sold or transferred or Of
fered for sale or transfer by said sub
scriber without first having offered said |
stock to this corporation at the then mar
ket or book value thereof, which market |
price shall be ascertained from the then
prevailing market price of such stock, If |
such a price prevail at such time, when
If not, the book value of such stock shall
be ascertained either by an agreement of
the parties of two competent and ex-
perlenced business men, one to be chosen
by the subscriber, and the other to be
chosen by the corporation, or the stock
holder or stockholders prospective pur-
chaser or purchasers, when If said two
parties cannot agree upon a book value.
SAID two parties so chosen to choose q
third party, when the majority opinion
snail prevail In the event of the demise
OF holder or holders of the stock of |
this corporation, the administrator, ex-
ecutor or representative of his estate is to
tender such stock to this cor
poTdllOn ana the stockholders hereof, on
the same basis unless it is desired to re-
tam this stock as part of the estate
or said deceased stakeholder. Such offer |
and tender to be made by the holder or
holders OF said stock to this corporation
and the stockholders thereof, by the mail
ing OF a registered letter containing such
offer or tender, addressed to the last
known address of this corporation or said
Such offer, or tender to re.
main open for period of thirty DAYS from
the date of mailing of said registered let
ter when IL not availed of, said holder or |
holders to be released to make a sale or
transfer as he sees fit. In the event of
TINS corporation not availing itself of
such offer or tender, such stock so offered
10 be equally pro rated between the stock
nolders or this corporation, should they
SO desire to avail themselves thereof. when
II they do not, such stock might be pur-
,hased Dy such stakeholder or stockholders
so desiring to acquire same, in a similar
proportion. To such extent all stock is
sued Dy this corporation shall be non-ne-
eotlaDle, when this non-negotiability shall
pc evidenced on the face of each certificate
50 issued by a rubber stamp, the nature
D1 which Is evidenced in the margin hereof
opposite this paragraph.
ARTICLE X-Whereas J. NJ. Aucoin has
)Hered for sale, on the basis of subscrip- |
ions to the capital stock of this CORPORA
non, the property described in attached |
statement, which was appraised by all of
ne directors of this corporation and con-
,ernlng an accurate, detailed and itemized |
description thereof as to amount location |
extent, character and state of improyement I