The herald. [volume] (New Orleans, La.) 1905-1953, 1921-04-14
CHARTER

No stakeholder shall ever be held liable
or responsible for the faults, contracts or
debts of this corporation in any further
sum than the unpaid balance due the cor
poration on the shares of stock subscribed
for by him, nor shall any mere informally
in the organization have the effect or
rendering this charter null or of exposing
any shareholder to any liability whatso-
ever.
This corporation shall not engage in
business until One hundred'thOusand (SlOO-
O00.00l Dollars of the capital stock has
been issued and actually paid in, either III
cash, property, or services as aforesaid;
if any of the stock of this corporation is
exchanged in whole or in part for property
or good will, i'll that event the provisions
of Section three go of Act 26I of 1914 shall
be strictly complied with.
ARTICLE V.-AlI the corporate powers
of this corporation shall be vested in and
exercised by a board of directors composed
of three stockholders, each of whom shall
own, in his own right, during his term of
office, at least one full-paid and unplcdgcd
share of the capital stock, which shall be
shown by his written declaration, two (2D
of whom shall constitute a quorum for the
transaction of business. provided that the
board of directors shall have the right at
any time 20 increase the number of di-
rectOrS to not more than five 90.
The officers of this corporation shall
consist of a president. vice president. sec
rotary and treasurer, all of whom shall be
liitlilDtTS OF the bOdEN OF hlTttlOIs. sAilA
two Offices but no more, may be combined,
if desired, and held by one and the same
person.
The following named persons shall con
Stitute the first board Of directors of this
corporation. tO-wit: J. Eugene Pcarce No
l Dunleith Court. New Orleans. La; Hilton
J. Hermann, 1919 State Street Drive, New
Orleans. La; and st. Clair Adams, 1926
st. Charles Avenue, New Orleans, La, with
j. Eugene Prarce as president and treas
urer, st. Clair Adams as vice president
and Hilton J. Hermann as secretary, and
these officers shall serve until the second
Monday in March in the year 1922, or until
their successors have been duly elected
and qualified.
Thereafter the directors shall be elected
annually on the second Monday of March
! in each year, beginning with the year 1922 ;
all elections of directors shall be by ballot
and each stakeholder shall be entitled to
one vote for each share of stock standing
in his name on the books of the corpora
ton. this vote to be east in person or by
proxy, and it shall require Il majority of
the stock present or represented TO elect.
Failure to elect n board of directors on
| on the second Monday in March 1922. or
annually thereafter, shall not work for
| fixture of this charter, but the old board
of directors shall remain in office until
their successors are elected and qualified.
ARTICLE VI.-The board of directors
| shall hold regular meetings at such times
as shall be fixed in the bylaws of this cor
at the domicile of the corporation. but the
| president may call special meetings of the
| board of directors ut such times as he
| may deem advisable. and he shall be re-
| quired to call such special meetings when
ever requested to do so by three members
| of the board of directors. Three days
| notice of such special meetings shall be
given in writing to the directors unless
waiver of notice is signed by the directors.
| Any vacancy occurring on the board. either
| from death, resignation, or inability to
serve, shall be filled by the board of di-
rectOrs at its hext regular meeting after
such vacancy shall have occurred. The
| first board of directors of this corporation
| shall be required to draft suitable bylaws
for the government of this corporation.
| which may be altered. amended or changed
| as the eXigencies of the case may require.
ARTICLE VII.-The stock of this cor
pOratiOn may be transferred provided
such transfer shall be recorded upon the
| books Of the corporation before it shall
| be required to recognize the transfer or
the new holder of said stock. The total
| amount of the subscribed stock, as herein
| set forth, is the sum of Two hundred
| thousand (S200O00.00) Dollars, which is
| hereby authorized to be issued fully paid
and non assessable, for cash, or in eX-
| change for property or services, according
to law. That, save as hereinafter pro-
| vided, no share or interest in the company
| shall at any time be transferred to any
| person not already shareholder. so long
|
| said share or interest at the prescribed
| price That in order to ascertain whether
! any shareholder is willing to purchase
any such share or interest. the person
| whether q shareholder of the company OF
| not proposing to transfer the same. herein
| after called the retiring sharehO older.
| shall give notice in writing TO the company
| that he desires to transfer the same, and
| such notice shall constitute the company
his agent for the sale of the share or other
interest to any shareholder of the company
/ at the prescribed price. That if the com.
pany shall, within the space of thirty days
after such notice find a shareholder desir-
ing to purchase such share or interest
/ hereinafter called the purchasing share
holder" and shall give notice thereof Il
the retiring shareholder, he shall be bound
| at such time within fifteen days thereafter
| as the company shall appoint upon pay
! ment of the prescribed price, to transfer
! such share or interest to the purchasing
shareholder. That If in any case the re
firing. shareholder after becoming bound
as aforesaid, makes default in transferring
| such share or interest the company may
| receive the purchase money and shall there
upon cause the name of the purchasing
shareholder to be entered upon the reg
lister as the holder of such share or inter
est, and shall hold the purchase money il
trust for the retiring shareholder, his eX
ecutors, administrators, or assigns, anC
chase money shall be a good dis
charge to the purchasing shareholder, anC
he shall not be bound to see to the ap
plication thereof, and after the name o
the purchasing shareholder has been en-
tered in the register in purported eXercis
of the aforesaid power, the validity of tn
proceedings shall not be questioned by an!
person, and the purchasing sharehOlde
shall be deemed and taken to be the owne
of the said share or interest That tn
prescribed price shall mean the amour
paid in on such share or interest, plus tn
propOrtionate part of undivided profits
. provided that If instead of there being un
| divided profits there exists an impairmen
| of capital of the said company, then tn
prOpOrtiOnate part of such impairmen
shall be deducted from the amount pal,
in upon such shares or interest in ascer
, tanning such prescribed price. That tn
company shall in all cases on receiving
notice of desire to sell stock as aforesaid
allow the other shareholders the 0ppOI
. tunity to take same in proportion to thei
respective holdings of stock in the com
pany, making all necessary adjustments t
avoid fractions of shares, and for tina
, purpose giving the preference in all case
to shareholders who have the largest hold
, ings.
ARTICLE VIII.-This charter may b
modified, altered, the capital stock there
of increased, or decreased. or the corpors
ton may be dissolved with the assent 0
, two-thirds of the capital stock present o
! | represented at any meeting of the stock
I holders held for that purpose, after prio
+ notice in writing to each stakeholder, o
mailed to him at his last known p0stoffiC
address, all in accordance with the term
: of Act 267 of 1914.
ARTICLE 1X.-At the expiration of thi
, charter, or the earlier dissolution of thi
: For onu Re afrS no