The herald., 1921-06-02
CHARTER.


naming stockholders, in proportion to
their respective holdings, at his book
value. This offer is to be made to appear
by letter addressed to each stakeholder,
at his last known address, giving thirty
days option. At the expiration of which
time the stakeholder desiring to sell his
stock shall be at liberty to do so at what
ever price and to whom he may please.
The capital stock of this corporation may
be increased to one hundred thousand
$500, OOO.OO) dollars, and be divided into
four hundred 400 shares, or forty thou
sand $40, 100000 dollars of preferred stock,
and six thousand 10000 shares or sixty
(S60,O00.0OJ dollars of the COM
mon stock.
ARTICLE V.-All the corporate powers
of this corporation shall be vested in and
exercised by a Board of Directors COM
posed of not more than seven, and not less
than five, Directors, each of whom shall
own in his own right, on the books of
pledged shares of preferred stock, ma
jority of whom shall constitute a quorum.
Members of the Board of Directors shall
be elected for term OF one year at the
annual meeting of the company, which
shall be held on the tenth legal day of
April of each year. The Board of Direc-
tors at their first meeting following each
annual election, shall elect from among
their number a President a Nice-Presi
dent, and a Secretary Treasurer. and such
other officers as the Board of Directors
shall deem necessary. The Board of Di-
rcctors shall have the authority to unite
two or more offices in one and the same
person. 1t shall also have the power and
authority to nix the salaries of officers and
other employees, and terms of employment;
to make and establish, as well as to
alter and amend, such bylaws, rules and
regulations as may be necessary or proper
for the support and management of the
business and affairs of this corporation !;
to borrow money, and through the Presi-
dent or some other duly authorized agent
or agents, to execute mortgages, issue
notes, pledges, bonds or other obligations
in such amounts, and on such terms and
conditions, as in his or their judgment
may be beneficial or advantageous to this
corporation; and, generally, to do all
other acts or things as may be necessary,
proper or convenient to carry out the
objects and purposes of this corporation (;
and also to issue and deliver full-paid
shares of stock, bonds or obligations of
rOwed, or for labor, property and good
will, as hereinabOve set forth. All cleo
tiOns shall be by ballot, and any Director
absent from any meeting may be repre-
scented by written proxy.
The Board of Directors shall have the
right by unanimous vote, to SELL lease,
mortgage by bond or otherwise, or to
pledge any or all of the property of this
corporation, and to receive in exchange
therefor money or stock or bonds or other
OF an 0rm OF Otner
corporation, without referring to the
shareholders for the right or authority to
do so, and they may also purchase for
stock in this Company property of any
kind required for the purpose of this cor
pOration, upon complying with Section 3
of Act 267 of 1914, as above recited.
The following named persons shall con-
stitute the first Board of Directors of this
corporation, to-wit: Camire ]. Malbor-
ough, 1907 Ursuline street, New Orleans,
La; Mumford Michel, 1414 Robertson
street, New Orleans, La; Robert ]. He
bert, 2105 Columbus street, New Orleans,
La. Stanislaus J. Hebert, 2105 Columbus
street. New Orleans, La; Albert j. c.
Hebert. r. F. D., No. 2, Jefferson Parish.
La; with Camire ]. Marlborough as
dent, and Albert J. c. Hebert Secretary
Treasurer, and these officers and direc-
tors shall hold Office until the tenth legal
day of April, 1922, or until their success
sors are duly elected. Thereafter the di-
rectOrs shall be elected annually on the
tenth legal day Of April of each year. A
majority of preferred stock shall be neces-
sary to elect Failure to hold an election
for directors as above recited shall not
work a forfeiture of this charter, but the
old Board of Directors shall remain in
office until their successors are duly
elected and qualified.
ARTICLE VI.-The Board of Directors
shall hold regular meetings at such times
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 required to call such
special meetings at the request of a mem
Der of the Board of Directors. Three days
written notice of such special meeting shall
be given to the directors unless a waiver
of such notice is signed by the directors.
Any vacancy occurring in the Board of
Directors. either from death, resignation
n ha INV ha
remaining directors at its next regular
meeting after such vacancy shall have
occurred.
ARTICLE vII.-The stock of this cor
poration may be transferred, provided
such transfers shall be recorded on the
be required to recognize the transfer, or
the new holder of the stock.
ARTICLE VIII.-This charter may be
modified or altered, the capital stock in
creased or decreased, or the corporation
may be dissolved with the assent of two
ent or represented at any special meeting
of the preferred stockholders held for that
purpose, after prior notice i'm writing to
each stakeholder, mailed to him at his last
known address, all in accordance with the
terms of Act 267 of 1914.
ARTICLE IX.-At the expiration of this
charter, or its earlier dissolution from any
cause, its affairs shall be liquidated by one
HOre COMMISSIONERS OF TO
be elected by the preferred stockholders
all Of whom shall hold preferred stock In
this corporation, and said liQuidators are
hereby vested with full power and au-
thOrity to liquidate the affairs of this cor
poration, with full power to act under the
terms of Sections 80 Of Act 267 of 1914.
ARTICLE X.-The appearers hereby de-
clared that thew have subscribed to the
following number of shares of the common
and preferred stock of this corporation,
to-wit:
Camire J. Marlborough, 1907 Ursuline
street, New Orleans, La, twenty seven
CD shares preferred stock, ten Q0)
shares common stock.
Mumford A; Michel, 1414 Robertson
street, New Orleans, La, twelve (12)
shares preferred stock, ten shares 1O)
shares common stock.
Robert J. Hebert, 2105 Columbus street,
New Orleans. La, twenty lone CID shares
preferred stock, ten (1o) shares common
stock.
Stanislaus J. Hebert, 21O5 Columbus
street. New Orleans, La, ten (10) shares
preferred stock, ten (10) shares common
stock.
Albert J. C. Hebert, r. F. d., No. 2,
sixty 16O) shares common stock; ten 10)
shares preferred stock.
The total amount of subscribed stock
as herein set forth is the sum of ten thou
sand ($10O00.0O) dollars, divided as fol-
lows: Eighty (S0) shares preferred stock
or eight thousand ($S,O00.O0) dollars, and
two hundred 5000 shares of two thousand
($2, 0O0.00) dollars Of common stock, which
is authorized to be fully paid and non
assessable for cash or In exchange for
property, or both. according to law.
81 ~ aHf d