The herald., 1921-09-01
CHARTER.

0uire. The tenure of office of all of the
employees of this corporation shall pc
during the pleasure of the board OF d.
rcctors. The board Of directors may, from
among its members, appoint an executive
committee, which said committee snail
consist of three members including one or
the officers of the corporation, and the
board of directors may delegate such man
agerial powers as IT deems necessary to
the executive committee, which said COM
mttee shall reporr at each meeting OF the
board OF directors. The board of directors
may name and appoint such other com
mittces as it may deem necessary for the
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
pOratiOn. nor shall any mere informally
in its organization have the effect of
rendering this charter null, or Of exposing
its stockholders TO any liability beyond
that every subscriber of the capital stock
OF This corporation, though not holder,
shall be personally liable TO the creditors
of this corporation to an amount only
equal TO the unpaid balance on the stock
for which he has subscribed Trans
fcrogS shall not be liable unless IL be
shown that the stock was acquired with
knowledge of the conditions which would
make the subscriber liable; where both
subscriber aud transferee are liable, the
liability shall he in sOlidO, and the liza
bllity shall continue as to both. after any
disposal Of the stock. Further. that If
stock be- issued for property in violation
of the provisions of Act 26I of the General
Assembly of the State of Louisiana for the
year 1911 and the amendments thereto, or
if any dividend or other distribution of
the assets be made other than from net
profits, or il a reduction of capital be made
under the guiSe of loan to stockholders.
or il any report or statement or public
notice shall not be made required by
law, or If made shall be false in any ma
FsnraSGnfpflnn a a.
corporation voting or asserting thereto
shall be jointly and seyerally liable to the
creditors of this corporation for any loss
or damage arising therefrOm, and in case
of reports, statements, or public notices
required by law, the officers shall he joint
~ and severaliy liable with the directors.
as provided above, provided, however, that
if the knowledge required for the making
of the statement or report prescribed by
law be not practically o1tainable, the Of
hcers or director making ii shall not be
liable as herein set out, except in accord
ance with the provisions of Act 267 of
the General Assembly of the State of
Louisiana and the amendments thereto
on IT, subject.
ARTICLE VII-This Act of IncorpOra-
ton 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 26I of the General Assembly of the
State of LOuisian for the year 1914 and
the amendments thereto, at a meeting of
the stockholders convened for that pur-
pose and after due notice shall have been
given each Of said stockholders as pro-
vided for in Article V of this charter or
Act of Incorporation, except that when
ever in the judgment of the board of di-
rectOrs it shall be deemed advisable. and
fR no nf ~ tnp not .
should be dissolved, the board of directors
within ten days after the adoption of
resolution to that effect by a majority of
the whole board of directors, at a 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 stOckhoIder, together with
notice of the meeting of stockholders
to be held in the office of the corporation
TO take action upon the resolution so
adopted by the board of directors. In case
OF the dissolution of this corporation, by
the expiration of Its charter or otherwise
the stockholders shall elect three go liqui-
datorS 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 VIII-Until the election TO be
held on June /, 1922, the following stock
holders shall constitute the hrst board or
directors: j. NJ. Aucoin, Louis Broussard
and Joseph T. Buddecke. with the said
j. NJ. Aucoin as president; Joseph T. Bud
decke as vice-president and Louis Brous-
sard as secretary treasurer, the respective
addresses of these officers and directors
being as follows: j. NJ Aucoin, 3li 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 a 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
ket or book value thereof, which market
price shall be ascertained from the then
prevailing market price of such stock, If
such a price prevail >at such time, when
if not, the book value of such stock shall
be ascertaned either by an agreement of
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 book value,
said two parties SO chosen TO choose
third party, when the majority opinion
shall prevail In the event of the demise
this corporation, the administrator, eX
ecutor or representative of his estate is to
Immediately tender such stock to this cor
pOratiOn and the stockholders hereof, on
the same basis unless il is desired to re-
tain this stock as 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
and the stockholders thereof, by the mail
ing of registered letter containing such
offer or tender, addressed to the last
known address of this corporation or said
stockholders. Such offer, or tender to re-
main open for a 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 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 be equally pro rated between the stock
holders of this corporation, should they
so desire TO avail themselves thereof, when
II they do not such stock might be pur-
chased by such stakeholder or stockholders
SO desiring to acquire same, in a similar
proportion. To such extent all stock is
sued by this corporation shall be non ne
gotlable, when this non esotiability shall
be evidenced on the face of each certificate
SO issued by a rubber stamp, the nature
OF which Is evidenced in the margin hereof
opposite this paragraph.
ARTICLE X-Whereas, J. NJ. Aucoin has
offered for sale. on the basis Of subscrip-
tons to the capital stock of this corpora
ton, the property described in attached
statement, which was appraised by all of
the directors of this corporation, and con-
corning an accurate, detailed and itemized
description thereof as to amount. location,
extent, character and state of Improvement
appear attached hereto, and which said
hereinafter meuti0ned consideration IL