The herald. [volume] (New Orleans, La.) 1905-1953, 1921-09-08
CHARTER.

the officers OF the corporation duu Inv
/ board of directors may delegate such man
! agerial powers as il deems necessary 10
/ the executive committee, which sald com
! mittee shall report at each meeting OF the
/ board of directors The board of directors
may name and appoint such other com
mittCes as il may deem necessary Tor u"
! purposes OF the business Of this corpora
/ ton.
ARTICLE Vino stakeholder shall ever
| be- held liable or responsible for the con
| tracts, faults, debts or duties of this cor
( pOratiOu, nor shall any mere informailty
/ in its organization have the effect OF
rendering this charter null, or Of exposing
/ is stockholders 10 any Hablhty beyond
| tuat every subscriber Of the capital stock
/ OF this corporation, though not a holder.
! -l.il ue personally liable 70 the creditors
/ of this corporation 10 an amount only
equal TO the unpaid balance on the stock
! TOR which lie has subscribed. Trans
I frrccs shah not be liable unless II be
I shown that the stock was acquired with
| knowledge of tie conditions which would
/ make the subscriber liable; where both
/ subscriber and tranSferee are liable the
! liability shall be in SOlldO, and the Ia
mIUty shall continue "a to both. after an!
! disposal OF the stock. Further. that If
/ stock be issued Tor property IN violation
| of the provisions Of Act 2GI of the General
! Assembly of the state of Louisiana for the
| year 1914 and the amendments thereto. or
] il any dividend or other distribution Of
/ the assets be made other than from net
pToftS, or If reduction of capital he made
a =
or if any report or statement or public
notice shall not be made as required by
! law. or if made shall be false in any ma
yerial representation, the directors OF this
corporation voting or asserting thereto
shall bc Jointly and seyerally liable to the
creditors of this corporation for ANY loss
or damage arising therefr0m. and i'll case
of reports, statements, or public notices
required toy law, the officers shall be joint
~ ana seyerally liable with the directors.
a. provided above, provided. however, that
II the knowledge required for the making
Of the statement or report prescribed by
! law Ice not practically Outainable. the Of
ncerS or director making il shall not be
liable as herein set out, except III accord
an'e with the provisions of Act 2G1 of
the General Assembly of the State OF
Louisiana and the amendments thereto
on IT, subject.
ARTICLE NII--This Act OF IuCOrpOra-
tion may be changed. modified or altered,
or this corporation may be dissolved with
the assent of the stockholders owning two
thirds (2-3D of the issued stock Of this
corporation, or may be further modified
with the assent of the stockholders own
ing three-fOurths "a of the issued stock
of this corporation; all as is provided by
Act 20 of the General Assembly of the
state of LOuisian for tie year 1914 and
the amendments thereto. at a meeting of
the stockholders cOnYeusl for that pur-
pose and after due notice shall have been
given each of said stockholders as pro-
Vided for i'll Article of this charter or
Act of Incorporation, except that when
ever III the Judgment of the board of di-
reCtOrs it shall be deemed advisable, and
Tor the benefit of this corporation that il
should he dissolved, the board of directors
within ten days after the adoption Of a
resolution to that effect by a majority of
the whole board of directors. at meeting
| called for that purpose, of which meeting
each director shall have received at least
three 90 days notice, shall cause notice OF
the adoption Of such resolution TO be
mailed to each stOckhOlder, together with
Il notice of the meeting of stockholders
To be held in the office of the corporation
10 take action upon the resolution so
adopted by the board of directors. In care
OF the dissolution of this corporation. by
the expiration of its charter or otherwise
the stockholders shall elect three 90 liqui-
datDrs from among its members who shall
have full power and authority to liquidate
and settle the business and affairs of this
company. In case of death or disability
of any of said liQuidatOrS the survivor
or survivors shall appoint a successor or
successors to him or them.
ARTICLE YILI-Until the election to be
held on June /, 1922, the following stock
holders shall constitute the first board of
directors: j. NJ. AucOin, Louis BrOussard
and Joseph T. Buddecke with the said
j. NJ. AucOin president; Joseph t. Bud
decke as ice-president and Louis BrOus-
Sard as secretary treasurer, the respective
addresses of these officers and directors
being as follows: j. VI. AucOin. 314 Royal
Street; Louis BrOussard. 1927 Esplanade
Avenue; and Joseph Il. Buddecke, st.
Charles Hotel, all of New Orleans, Louis
lana.
ARTICLE IX-The capital stock OF this |
corporation, after having been transferred
form this company to subscriber there !
Of shall not be sold or transferred or Of |
fered for sale or transfer by said sub |
scriber without first having offered said
stock to this corporation at the then mar
kct or book value thereof which market |
price shall be ascertained from the then
prevailing market price of such stock, If
such price prevail at such time. when !
if not, the book value Of such stock shall |
be ascertained either by an agreement of
the parties or of two competent and eX
perienced business men, one to be chosen
by the subscriber. and the other TO be |
chosen by the corporation, or the stock
holder or stockholders prospective pur-
chaser or purchasers when if said two
parties cannot agree upon a book value, |
said two parties so chosen to choose a
third party, when the majority opinion
shall prevail. In the event of the demise
OF holder or holders of the stock of
this corporation, the administrators. ex-
ecutor or representative of his estate is to
Immediately tender such stock to this cor
pOrati0n and the stockholders hereof, on
the same basis unless il is desired to re-
tain this stock a part of the estate
of said deceased stakeholder. Such offer
and tender to be made by the holder or
holders of said stock to this corporation
ana the stockholders thereof by the mail |
ing of registered letter containing such |
ofier or tender, addressed to the last !
known address of this corporation or said |
stockholders. Such offer, or tender to re- |
main open for period of thirty days from |
the date of mailing of said registered let |
ter, when If not availed of, said holder or |
holders TO be released to make a sale or |
transfer as he sees fit In the event of |
TINS corporation not availing itself of /
such offer or tender, such stock so offered |
10 De equally pro rated between the stock
nolders OF this corporation, should they
so desire TO avail themselves thereof when
they do not, such stock might be pur-
chased by such stakeholder or stockholders
50 DESIRING TO acquire same, in a similar
proporuon To such extent all stock is
sued Dy this corporation shall be non-ne-
sotlaDie, when this non nesOtiability shall
pc evidenced on the face of each certificate
80 issued Dy rubber stamp, the nature
vi when Is evidenced in the margin hereof
opposite this paragraph
ARTICLE X-Whereas, J. NJ. Aucoin has
oHered for sale, on the basis of subscrip-
ton, the property described in attached
statement, which was appraised by all of
the directors of this corporation, and con-
cernlng an accurate, detailed and itemized
description thereof as to amount location
eAleht character and state of Improvement |
appear attached hereto, and which said |
hereinafter mentioned consideration is ,
herewith being paid into the said J. n ,
Aucoln in the capital stock of this cor |
poratlon, and acquittance and receipt be-
ing herewith given therefor. the propertv
described in attached document is here
Win and by virtue Of these presents. sold.
granted, bargained, set over assigned |
conveyed and delivered with full legal
v dirrahties and with full substitutions and !