The herald., 1921-10-13
CHARTER.

.rxrruf the first board appointed in thN
charter, who shall hold their Offices uH'I'
the second Monday in September, l'--;
Al sucb elections shall bc held 10y pal.
lot and conducted at the Office OF sdlu
corporation under the SUPERVISION OF tHI'c
CD commissioners TO be appointed uy me
board of directors Notice OF SuCh ere
tious shall he given by the secretary OF inc
company by written notice thereon dt-
liyercd personally or ks~depoSliinE same
in the post Office, properly addressed 10
each stakeholder, at least thirty ("UJ ia! ;
preceding each meeting
At all such elections and at al corporate
meetings every stOCkholGer shaL De en-
titled to one vote for each share OIL sIoyh
standing in his name on the books OF the
corporation, TO be cast in person or DE ms
written proxy and Il majority OF the votes
east shall elect. >.
Any vacancy occurring among the di-
rcctOrS by death, resignation or otherwise
shall be filled by election for the remainder
of the term by the remaining directors;
4 failure to elect directors on the date
above specified shall not dissolve tn" cor
puratiOu nor impair its corporate manage
mcut. but the directors then III Office suaIl
remain In Office until their successors are
elected aud qualified.
The board of directors shall elect from
their own number president and a wee
president They shall also elect secretary
and treasurer. Each director shall nave
the ri -At to name and appoint proxy 10
act for him at all meetings OF the board
authority to appoint general manager to
conduct the business of the corporation
under such authority as may be granted
by the board of directors, from time 10
time. and they may, from time TO time
name and appoint all such other officers
and agents rs may be deemed necessary
for the purpose and business OF the cor
pOration. They shall have power to hX
and define the duties of every officer and
employee and all officers and employees
shall hold office and employment ut the
rl"V~UTe Of the board.
The board may make and establish as
well as alter aLd amend any and all by
laws, rules and regulations necessary and
named and undersigned. personally came
and appeared 5. Alfred Levy and Clarence
notes and other obligations and generally
TO do all things reasonable, convenient and
Necessary for the proper carrying on Of
the business Of the corporation.
The board may issue full paid shares of
stock for cash or in payment Of labor
done or property actually received by SAID
corporation.
ARTICLE VI-Any stakeholder owning
ten OOJ or more shares of the capital
stock Of this corporation shall nave the
right TO dissolve the corporation, provided
lac gives at least six 90 months notice TO
the other stockholders of the corporation
and TO the directors of the corporation OF
his intention to dissolve and hquldate the
corporation. At the date set in said notice
for the dissolution or liquidation OF the
corporation. the directors and stockholders
1 of the corporation shall vote for the dis
| solution and liquidation OF the corpora
/ ton; but, should the directors and stock
/ holders of the corporation fail or refuse
/ TO vote for its dissolution and liquidation,
/ then and in that event the stoCkhOlder 50
! demanding the dissolution of the corpora
1 tiOn shall have the right to h41ldate the
. corporation upon his vote alone.
The provision hereinabOve set forth Civ
/ ing a stakeholder the right TO demand the
/ dissolution and liquidation of the corpora
] . =. NOT into I.l IN al
/ tors and stockholders from Hquidating Tn,
! corporation according to law at any time
! previous TO the demand Of such stock
! holder but is intended- only TO give such
/ stakeholder the right to dissolve the cor
/ uOratiuu should the directors ana stock
! holders fail to dissolve or liquidate accord
! ing 10 law the corporation after the SIN
months notice as hereinabOye provided for
! Whenever this corporation may be dis
| solved. either by limitation or for any
| other cause. its affairs shall be HquidateG
| by three 90 commissioners who need no.
/ lie stockholders or direCtoS which SAID
| commissioners may be selected in accord
! anCe with law by vote OF the stock
/ holders ,'aud. in the event that the stock
! holders fail or refuse to select the Salc
! commissioners in accordance with law
then said commissioners may be selected
the StOckh9lder who has demanded the
! dissolution or liquidation of the corpora
tion in accordance with the provisions OF
| this charter
said commissioners shall remain in of
| flee until the affairs of the corporation
/ shall have been fully liquidated. In cast
of the death Of one of or more OF SAID
| commissioners, the vacancy shall be filiet
! by the surviving commissioner.
| ARTICLE VII. This act of incorpora
ton may be- modified, changed or altered
and n" capital stock may be increased oi
decreased In accordance with law, proyld
! ed. however. that each stakeholder shal
! be given n written notice at least thirty
! C3ol days prior TO the date when IN
stockholders meeting Is called I0r IN
purpose. prOvided said notice shall stat
the respect in which said act of incorpora
tiOn is TO be modified. changed or altered
or its capital stock increased or decreased
ARTICLE VIII. No stakeholder shal
have. the right to sell or otherwise dis
pose of the stock of this corporation with
out first offering the same in writing L
the Board of Directors of this corporation
through its president, which Board sinai
have thirty days after notice within Which
to accept or refuse the offer. Should til
Board of Directors accept the offer, salt
directors shall be entitled to purchas
stock offered at par irrespective OF IN
book value OF the stock and lrreSpectE
of what offer has been made for the stock
In case the Board of Directors accept tn
offer to purchase the stock, then the Oh
reCtOrs (Other than the one offering l
SELL shall nave the right to purchase IN
stock in the proportions in which the sal
directors are stockholders of the corpora
ton. Should the said Board of Director
fail to avail themselves of the prlvileg
to purchase the stock within said perio
! | of time, then the said stock SO otfere
may be sold to any other person or per
! sons.
ARTICLE IN. No stakeholder shall eve
be held liable or responsible for the col
tracts, faults or debts of said cOrporatfo
in any sum further than the unpaid bal
ance due the corporation on shares of stoc
: owned by him, nor shall any mere inform
ality in organization have the effect {
rendering this Charter null or of expos
ing a stakeholder to any liability beyOn
the unpaid amount remaining due on hi
stock.
ARTICLE y. II. vogemann, of Han
burg, Germany; c. GOudriaan, of RotteI
dam, Holland; j. GOedhart, of Rotterdam
Holland, and Richard Vogemann, of y am
burg, Germany, have been chosen anu 81
! lected as the first Board of Directors c
/, this corporation, with the said ii. Nogt
mann. as president, c. Goudriaan, as vice
! president. J. Goedhart, as treasurer, an
Z Richard Vogemann, as secretary, to serv
as such until the second Monday in Ser
TENDER, 1922, or until their successor
have been elected and qualified.
The subscribers hereuntO have respeC
lively written opposite their names ii
I, amount of the stock of this corporatio
subscribed for by each of them and thi
! act of incorporation shah serve as tn
! original subscription list of this cOrpors
: ton.
5 done and passed, at my office,
!, the City of NewaOrlcans, in the presenC
of Joseph Bayle Sand Frederick f. Gen,
Ter, competent witnesses, who have her
; unto signed their names, together wit
1 the said appearers and me, Notary, aftC
due reading of the whole.
Original signed