The herald., 1921-01-20
CHARTER.


licenses processes and the like: to issue |
bonds, mortgages and hypothecations 10
the extent necessary or proper 70 its bust |
ness; 10 acquire the property, business and
GOOD will of any individuals, firms or GER
poratiOnS engaged in any of the businesses
enumerated above; TO acquire ana hold,
sell cucumber or dispose of stocks and
bonds of other companies; to exchange It's
entire CAPITAL stock or any part thereof
for property which il is authorized TO ac-
quire or to exchange its entire assets ana
business or any part thereof Tor property
stocks, bonds or other Obligations OF othtf
companies TO subscribe to the stock OF
other companies; TO guarantee the obhEa
tons Of any corporation, the STOCK OF
which is entirely held by 1t or for ITS ac-
. count: TO enter into any arrangement win
any governments or authorities, general.
/ sovereign. municipal, local or otherWls"
which may appear conducive 10 the COM
. pauy's objects or any of them, and To
7 obtain from such governments or author
tiles any rights. privileges and c0nccs-
siOuS which the corporation may thlnk De
~irable 70 carry out and TO exercise ana
. comply with any such rights. prlvli,-
and concessions; to do any and All 81"
acts and things as trading corporations
are or may be authorized 10 DO under ti'
I laws of the State of Louisiana; TO carry
Oh each. any or all of the foregoing buSl.
; ucss"s objects and purposes in any part
/ the world. whether within or without T.
/ State Of Louisiana (proyided that the COM
pauy shall not engage ia any puhhc SeiN-
{
NRTICLE Iv.-The capital stock of the
/ corporation is hereby fixed at ten mil
/ lion 100000 OO.OOl dollars, TO be repre-
/ scented by one hundred thousand shares OF
! the par value of one hundred (SloO.Ool
/ dollars each to be paid for in cash or
/ property the equivalent thereof. Tn"
4 amount of said stock may be Increased 10
fifty million 1850, 600 100000 dollars. No
/ transfer of stock shall be binding upon
the corporation unless made and recorded
/ uDon its books No stakeholder shall
/ have a right to transfer or convey any
| of his or her stock in the corporation I'M
! less and until he or she shall have nrst
made a written offer to the other then
! stockholders % the corporation, and to the
| CORPORATION Itself. 10 sell his or her stock
| to then mt the book value thereof. Took
Value as used herein is hereby dehned
to mean the value at which the assets ana
liabilities of the corporation have been in
| good faith entered upon its books. Such
| written offer shall be addressed to the
| other then stockholders. and to the cor
pOration itself, collectively, and shall he
| delivered to the office vi the corporation
not less than ten days prior TO the ap-
plicatiOn for transfer of the stock.
corporation shall transmit this offer to the
rcSpective then stockholders, and the stock
% the stakeholder desiring to sell shall
be distributed prOrata among such OF
the other stockholders as desire TO pur-
chase. an the proportions in which the
holdings of the stockholders DESTROYS of
purchasing bear to each other; and If the
| total which such other stockholders de
sire to purchase is less than the total
offered for sale, then, after each of the
. other stockholders shall have taken arc
paid for the amount of stock which he Oh
| she desires to buy and TO which he o
she is entitled then the remainder nm
! taken shall be open for purchase by IT..
: | corporation Itself: and unless prohibited
by law, the corporation may itself use and
apply its surplus earnings or accumu
| lated profits to to- purchase from any
! stakeholder desiring to sell of any pOr-
tion of that stakeholder stock which
none of the other stockholders may de-
| sire to acquire at the book value there
of: provided. that the corporation shall
not apply any of its capital &c the pur-
chase of such stock but sE9ll always main
, tain its capital unimpaircd. Should any
of the stock offered for sale be not de.
sired by the other stockholders. and should
the corporation itself be unwilling or un'
able to purchase any of the same out OF IT.
surplus earnings, within ten days from tn,
{ receipt at the corporations office of the
written offer to- sell, then, and then only
shall the stockholders desiring to sell b,
Z entitled 10 transfer such undesirsJ por
ton of the stock to such person or per
, sons as he or she may see fit. The pro
visions of this article shall be printed
upon each certificate of stock issued
: the corporation and shall be binding upon
every person now, or hereafter, becom
ing, a stakeholder in this corporation, al
of whom take such stock subject to the
, provisions hereof: and all pledges hypo
thecations or other membranes of said
stock, or dealings with regard thereto
shall be subject to the provisions hereof
ARTICLE V.-All the powers of this
2 corporation shall be vested in and exer
! cised by a Board composed of not les!
than four nor more than seven Directors
: The precise number of the Directors with
| in said limits shall b. fixed from tim'
: to time by the vote OF the stockholders .
the annual meetings or at spt:ial meet
: ing called fer that purpose. A MAORI,
of the Board shall constitute quorum
Said Board Of Directors snail be electe.
;. annually at stockholders M. ting to b.
d held annually at the Office of the corpOr
d alton on the second Monday in January
each year Tor the next legal day if that b
5 holiday, after notice given to eacl
b. stakeholder by neil at least fifteen day
before the date OF the meeting, addresse
II to the last designated address of the stock
e holder. or if he has designated no address
: to the General Delivery at New Orleans
: Special meetings of the stockholders ma
II be called by the Board at any time an
Q notice thereof shall be given in the man
q ner provided for annual meetings; pro
e. vided that in all cases all notices may b
4 waived by unanimous consent. Each share
re holder shall be entitled to one vote 70
j, each share of stosl standing in his nam
ID on the books of the corporation, said vOt
rs to he cast in person or by proxy and
I, majority of the votes cast shall cleo
10 Failure to elect Directors on the day asoy
p ton but the Directors then in osice sha
q remain in Office until their successors al
he elected. The Board of Directors sha
s. have power to fill all vacancies whic
H. may occur or in any manner arise or
e. created on the Board. even though Il
er Qucrum remain at the time such vacancit
es are to he filled The Board shall elet
ID from their number q President, a Vic'
IN President, a Manager and a Treasurer an
I; they shall also elect Secretary, who. nee
10 not be a Director or stakeholder; pr
~ vided, that from time to time the Boar
he may dispense with any OF such officer
and or may combine and or separat
r any of them and, or may elect such oths
r officers as they may think proper or col
s. venient for the carrying on of the con
c. pany's bu u ness and may provide that al
OF officer need not be a member of the Boar,
ne or a stakeholder: and they shall fix n
Tn salaries OF the officers, agents and eli
OF ployees. ~ any meeting OF the Board
Directors, any director absent from y
r meeting may be represented by any 9th
r director who may cast the vote of II
SIS absent director according to the write
ed instructions, either general or special
IS said absent director. The Board of d
in rectors shall have authority to make an
to establish, as well alter and amend, a
Dp bylaws, rules and regulations necessaI
nd and proper for the support and Mang
or ment of the business and affairs of tn
o. corporation and not inconsistent with tn
to charter; and they shall have power
IS authorize the borrowing of money and Il
RI issuance of notes and tN1 execution
u pledges, and generally to do all thin,
of convenient for the nron