The herald., 1921-03-24
CHARTER

|
cash, property, real or personal, or for
| services performed or rendered.
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 informality
| in the organization have the effect of
| 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 (S100,-
! OOO.OO) Dollars of the capital stock has
| been issued and actually paid in, either in
| 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 in that event the provisions
of Section three 49, Of Act 267 of 1914 shall
| be strictly complied with.
| ARTICLE VAN the corporate powers
| or this corporation shall be vested in and
exercised by board of directors composed
| own, in his own right, during his term of
ofhce at least one full-paid and unpledged
| share OF the capital stock, which shall be
| shown by his written declaration, two (2l
OF whom shall constitute quorum for the
| transaction of business, provided that the
| board of directors shall have the right at
| any time to increase the number of di-
rectors to not more than five (5).
Inc oIncerS OF TINS corporation shall
consist of a president, vicepresident. sec
rotary and treasurer, all of whom shall be
members Of the board of directors. Any
| TWO ofhces, 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 Pearce No
l Dunleith Court, New Orleans, La; Hilton
j. Hermann, 1919 State Street Drive, New
nd Tlafr
| ST. Charles Avenue, New Orleans, La, with
| j. Eugene Pearce 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 !;
1 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 cast in person or by
proxy, and it shall require majority of
the stock present or represented to elect
Failure to elect a board of directors on
on the second Monday in March 1922, or
annually thereafter, shall not work a for
fixture of this charter, but the old board
OF directors shall remain in office until
their successors are elected and qualified.
ahlltLE Wine DOarI OF directors
shall hold regular meetings at such times
as shall be fixed in the bylaws of this cor
poratlon. These meetings shall be held
at the dOmicile Of the corporation. but the
president may call special meetings of the
board Of directors at 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 next regular meeting after
such vacancy shall have occurred. The
frst board Of directors of this corporation
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
p0ratfon may be transferred provided
such transfer shall be recorded upon the
books of the corporation before it shall
De required to recognize the transfer or
the new holder of said stock. The total
amount Of the subscribed stock. as herein
thousand (s2OO. OOO.OO) Dollars, which is
hereby authorized to be issued fully paid
and worcestershire, 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 a shareholder, so long
as any shareholder Is willing to purchase
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 a shareholder of the company or
not proposing to transfer the same herein.
after called the retiring shareholder"
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 IL the COM
pany shall, within the space of thirty DAYS
after such notice find shareholder desir-
hereinafter called the purchasing share
holder" and shall give notice thereof to
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 II 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 in
trust for the retiring shareholder, his ex-
ecutors, administrators, or assigns. and
the receipt OF the company for the pur-
chase money shall be good dis
charge to the purchasing shareholder and
ne snail not be bound to see to the ap-
plication thereof, and after the name of
the purchasing shareholder has been en-
tered In the register in purported exercise
OF the aforesaid power, the validity of the
proceedings shall not be questioned by any
person, and the purchasing shareholder
shall be deemed and taken to be the owner
Of the said share or interest. That the |
prescribed price shall mean the amount
paid In on such share or interest, plus the
proportionate part of undivided profits, |
provided that II instead of there being un-
divided profits there exists an impairment
Of capital of the said company, then the /
proportionate part of such impairment
shall be deducted from the amount paid
In upon such shares or interest I'm ascer.
tanning such prescribed price. That the
company shall In all cases on receiving
notice Of desire to sell stock as aforesaid.
allow the other shareholders the Oppor-
tunity to take same in proportion to their |
respective holdings Of stock in the com |
pany, making all necessary adjustments to
avoid fractions Of shares, and for that |
purpose giving the preference in all cases
to shareholders who have the largest hold |
ings.
ARTICLE vIII.-This charter may be /
modified, altered, the capital stock there
of increased, or decreased, or the corpora
ton may be dissolved with the assent of |
two-thirds Of the capital stock present or |
represented at any meeting of the stock |
holders held for that purpose, after prior |
notice In writing to each stakeholder, or |
mailed to him at his last known postofiice
address, all In accordance with the terms |
of Act 267 Of 1914.
ARTICLE IX-At the expiration of this