The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-08
CHARTER.

upon all other matters, the right to vote
shall be vested exclusively in the com
mon stock, unless the company be in ar
rears for the annual dividend payments
on the preferred stock, in which event
the sole voting power of the company
shall be in its preferred stock until the
dividends in arrears shall be fully paid
as hereinabove provided. In case of any
vacancies in the Directorate through
death, resignation, disqualification or
other cause. a successor to hold office
for the unexpired term of the Director
whose term shall be vacant, and until
the election of a successor shall be ap-
pointed by the Board of Directors in ac-
cordance with the written directions of
a majority of the holders of the class
of stock then entitled to vote. Failure
to elect Directors upon the day specified
shall not dissolve the corporation, but
the directors then in office shall continue
in office until their successors are elected
and qualified. The Board OF Directors
at the first meeting following each an
nual election shall elect from their num-
Der a president and one or more vice
presidents. who without numeral desig
nation shall rank in the order In which
they are elected, and they shall likewise
elect, but not necessarily from their num-
Der, a secretary and n treasurer (who
may be the same individually and such
other officers and such committees
the Board of Directors shall deem neces-
sary. The Board shall have power in
its discretion to unite two or more Of
fees and to confer the same upon one
person. and shall have the power to fix
the salaries of all the aforementioned
officers and of such further officers and
agents as they may deem necessary.
At any meeting of the Board of Direc
tors, any Director absent from the meet
ing may be represented by any other Di
rector, according to the written direc-
tiOns. either general or special, Of the
Sai absent nirartRF.
Section 2 In furtherance and not in
limitation of the powers conferred by
law, the Board of Directors is hereby ex-
pressly authorized
(a) To make and establish, as well as
alter and amend. all bylaws, rules and
regulations necessary and proper for the
| support and management of the business
affairs of said corporation, not incOnsls-
| tent with it's charter.
(b) To borrow money necessary for
the ordinary business operations Of the
| corporation through the president of
some other duly authorized agent OF
! agents, to execute mortgages or pledges
and issue notes, bonds or other Obliga-
| tons, for such amounts and on such
terms as in their judgment may be
deemed advantageous, and generally do
all things reasonable and necessary for
| the proper carrying on of the business
| of the corporation; provided. however.
| that so long as any of the preferred stock
| is outstanding the corporation shall not
incur any additional Indebtedness, Sc
cured by mortgage or pledge, of any OF
the property acquired by it upon its or
| ganization Except Liberty Bonds, con
tracts, claims and Obligations) without
the consent in writing of the holders OF
seventy-five (75) per cent Of the then out
standing preferred stock.
(c) To issue and deliver fully paid
shares Of stock and bonds or obligations
of said company. in payment of property
or rights actually received by said cor
poratiOn.
Id To direct or determine the use
and disposition of any surplus of tn,
net profits over and above the capita
stock paid in. subject to the provisions
| of this charter.
(e1 To do all such acts and thing,
as may be necessary to carry out thu
objects for which this corporation is or
ganized.
Until the next general meeting OF thu
stockholders for election of the Directors
to be held under this charter on the 3rt
Wednesday Of September. 1922, or unit
their duly qualified successors are elected
or installed, the Board OF Directors o
this corporation subject to increase a
herein provided, shall be composed OF
III. s. Haggerty, Hattiesburg, Miss; II
n. Steadman, Hattiesburg, Miss; X. Il
Mcleod. Hattiesburg, Miss; n. 7. Hat
ten, Hilsdale Miss; n. s. Bruce. Mem
phis, Tenn, 800 Monroe Ave-; J. f. Wa
tiers, 704 Baronne St, New Orleans, La.
F. Il. Truett. 704 Baronne St. New Or
leans, La; J. o. Rea, 704 Baronne st
New Orleans, La.
OF the foregoing. r. B. Mcleod shal
be president; J. o. Rea, vice-presiden
and general manager: N s. Bruce, vice
president and r. +. Smith secretary an
4. ]. Brandt treasurer.
ARTICLE 6.-This act of incorporate
may be modified. changed or amended
or the corporation dissolved, by vot
of two thirds of the stock then entitle
to vote present or represented at ger
eral meeting of the holders of such stoc
, convened for such purpose, after previou
, | notice shall have been given in the mar
ner above required to be given OF tn
, annual meeting Of the corporation; Pre-
. vided that the Charter shall not ;
amended so as to affect the rights
, security of the holders Of the preferre
stock as herein provided, without II
? consent in writing of the holders
, seventy. five (75) per cent of the then GU
{ standing preferred stock.
ARTICLE IF this corporation sha
be dissolved either by limitation or fro
! any other cause, its affairs shall be liqu
dated by three commissioners, to !
+ elected by the vote of the holders OF q
: stock then entitled to vote, at NEE
ing convened after notice as hereinabo'
2 provided Said lfquidators shall renal
: In office until the affairs OF the corpo
5 alton shall have been fully settled al
Inundated. and they shall have full pow
4 and authority to transfer and give III
$ to all the property and assets of the co
] poration and to distribute the proceed
:. In case of death, disability or resign
{ ton of one of the liquidators, the vacan'
4 shall be filled by the survivors.
e ARTICLE S.-No stakeholder shall ev
be held liable or responsible for the CO
q tracts or faults of said corporation In al
! further sum than the unpaid balance d.
: on the shares of stock subscribed
|. him, nor shall any mere informality
I, organization have the effect of renderiI
d this Charter null or Of exposing al
d stakeholder to any liability other Thu
9 as above provided.
% In order that this Charter may ser
: as the original subscription list. the su
K scribers hereto have indicated opposi
/ their respective signatures the numb
Z of shares Of stock subscribed for by ca
Of them.
q Thus done and passed at my notari
office in the City of New Orleans, sta
J. of Louisiana, on the day. month al
y sVar first hereinabove written In {
q presence Of SHIRLEY HOFFMAN nj
a GEORGE HUFF, competent Witness
who have hereunto subscribed the
n names, together with me, Notary, al
e the said appearers, after due reading
the whole.
y (Original Signed)
Z WATTS X. LEvERICH.
q Notary Public
e r,u uOrruAN