The herald., 1921-03-31
CHARTER


services performed or rendered.
No stockhOlder shall ever be held liable
or responsible for the faults, contracts or
debts OF this corporation in any further
sum than the unpaid balance due the cor
poratiOn on the shares of stock subscribed
for by him, nor shall any mere informally
in the organization have the effect of
rendering this charter null or of exposing
any shareholder TO any liability whatso-
ever.
This corporation shall not engage i'll
business until One hundred thousand (SlOO,-
NO-O0D Dollars of the capital stock has
been issued and actually paid in, either in
cash, property, or services as aforesaid
II any of the stock of this corporation is
exchanged in whole or in part for property
or good will, in that event the provisions
of Section three 90 of Act 267 of 1914 shall
be strictly complied with.
ARTICLE VAN the corporate powers
of this corporation shall be vested in and
exercised by a board of directors composed
of three stockholders, each of whom shall
own, in his own right. during his term of
office, at least one full-paid and unpledg"d
share of the capital stock, which shall be
shown by his written declaration. two ~
of whom shall constitute quorum for the
transaction of business. provided that the
board of directors shall have the right at
any time to increase the number of di-
rectOrs TO not more than five 90.
The officers of this corporation shall
consist of a president. vice-president, sec
r,
members of the board of directors. Any
two offices, but no more, may be combined,
| If desired, and held by one and the same
person.
The following named persons shall con
stitute the first board of directors of this
corporation to-wit: j. Eugene Pcarce No.
l Dunleith Court. New Orleans, La; Hilton
| j. Hermann, 1919 State Street Drive, New
Orleans, La; and st. Clair Adams, 1926
| 81. Charles Avenue, New Orleans. La, with
L a q. HAnr md TrR =
urer, st. Clair Adams as vice president
| and Hilton j. HERMANN as secretary, and
| these officers shall serve until the second
| Monday in March in the year 1922, or until
| their successors have been duly elected
and qualified.
Thereafter the directors shall be elected
| annually on the second Monday of March
! i'll each year, beginning with the year 1922 .
1 all elections of directors shall be by ballot
| and each stakeholder shall be entitled to
| one vote for each share of stock standing
| in his name on the books of the corpora
| ton. this vote TO be east in person or by
proxy, and 1T shall require n majority of
| the stock present or represented to elect.
Failure to elect a board of directors on
! on the second Monday in March 1922, or
| annually thereafter, shall not work Il for
| fixture of this charter, but the old board
| of directors shall remain in office until
their successors areflectrd and qualified.
| ARTICLE VI.-The board of directors
shall hold regular meetings at such times
| -
pOratiOn. These meetings shall be held
| at the dOmicilc of the corporation. but the
president may call special meetings of the
board 'Of directors NJ such times as he
may deem advisable. and he shall be re-
| quired to call such special meetings when
| ever requested 10 do so by three members
| of the board of directors. Three days
| notice of such special meetings shall be
given in writing to the directors unless
| waiver of notice.iS signed by the directors.
| Any vacancy occurring on the board. either
| from death. resignation, or inability to
serve, shall be filled by the board of di-
| rectorS at its next regular meeting after
| such vacancy shah have occurred. The
| first board of directors of this corporation
| shall be required to draft suitable bylaws
| for the government of this corporation
| which may be altered. amended or changed
| as the eNigencieS of the case may require.
| ARTICLE VII.-The stock of this cor
| pOratiOn may be transferred provided
| such transfer shall be recorded upon the
| books of the corporation before il shall
| be required to recognize the transfer or
| the new holder of said stock. The total
| amount of the subscribed stock. as herein
| set forth, is the sum of Two hundred
! thousand ($200.OO0.O0l Dollars. which is
| hereby authorized TO be issued fully paid
| and worcestershire, for cash, or in TX.
| change for property or services, according
| to law. That, save as hereinafter pro
vided, no share or interest in the company
shall at any time be transferred to any
person not already a shareholder. SO long
| as any shareholder is willing to purchase
| said share or interest at the prescribed
price. That in order to ascertain whether
! any Shareh older is willing to purchase
any such share or interest the person
whether a shareholder of the company OF
not, proposing TO transfer the same, herein
| after called the retiring shareholder
| shall give notice in writing to the company
that he desires to transfer the same, and
| such notice shall constitute the company
his agent for the sale of the share or other
| interest to any shareholder of the company
at the prescribed price. That if the com.
pany shall, within the space of thirty days
| after such notice find a shareholder desir-
ing to purchase such share or interest
hereinafter called the purchasing share
holder and shall give notice thereof Il
| the retiring shareholder, he shall be bound
at such time within fifteen days thereafter
| as the company shall appoint upon pay
ment of the prescribed price. to transfer
such share or interest TO the purchasing
shareholder. That if in any case the re.
! firing shareholder after becoming hound
as aforesaid, makes default in transferring
such share or interest, the company may
| receive the purchase money and shall there
| upon cause the name of the purchasing
| shareholder to be entered upon the reg
| lister as the holder of such share or inter.
est, and shall hold the purchase money il
trust for the retiring shareholder, his eX
ecutOrs, administrators, or assigns, anC
the receipt of the company for the pur
chase money shall be a good dis
cHdFSe TO Ine purchasing SldreDOlueF. anG
he shall not be bound to see to the ap
plication thereof, and after the name Of
the purchasing shareholder has been en-
tered in the register in purpOrted eNerciS,
Of the aforesaid power, the validity of tn,
proceedings shall not be questioned by any
person, and the purchasing shareholder
shall be deemed and taken to be the owner
of the said share or interest. That tn,
prescribed price shall mean the amoun
paid in on such share or interest, plus tn,
propOrtiOnate part of undivided profits
provided that if instead of there being un
divided profits there exists an impairment
of capital of the said company, then tn,
propOrtiOnate part of such impairment
shall be deducted from the amount paiC
in upon such shares or interest in ascer
tanning such prescribed price. That TIL
| company shall in all cases on receivinl
notice of desire to sell stock as aforesaid
allow the other shareholders the oppOr
. tunity to take same in proportion to thei
| respective holdings of stock in the com
pant, making all necessary adjustments t.
avoid fractions of shares, and for tina
, purpose giving the preference in all case
to shareholders who have the largest hold
, | ings.
ARTICLE VIII.-This charter may b
modified, altered the capital stock there
of increased, or decreased, or the corpora
ton may be dissolved with the assent o
twO-thirds of the capital stock present o
, represented at any meeting of the stock
+ holders held for that purpose, after priO
; notice in writing to each stakeholder, o
mailed to him at his last known pOstOffic
address, all in accordance with the term
) of Act 267 of 1914.
Il