The herald. [volume] (New Orleans, La.) 1905-1953, 1921-09-15
CHARTER.

quire. The tenure of office of all of the
! employees of this corporation shall De
during the pleasure of the board OF a.
rectors. The board of directors may, from
among its members, appoint an executive
committee, which said committee shall
consist Of three members including one OF
the officers of the corporation, and the
board of directors may delegate such man
| ageral powers as il deems necessary 10
the executive committee, which said 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 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 informality
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
| ferecs shah not be liable unless II be
| shown that the stock was acquired with
/ know ledge of the conditions which would
| make the subscriber liable; where both
! subscriber and tranSferee are liable, the
! liability shall be in sOlido, and the la
bility 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 267 of the General
| Assembly of the State of Louisiana for the
| year 1914 and the amendments thereto, or
| If any dividend or other distribution of
! the assets be made other than from net
profits, or If 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 as required by
! law, or if made shall be false in any ma
terial representation, the directors of this
corporation voting or asserting thereto
shall be jointly and severally 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 be joint
| ~ and seyerally 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 ODtainable the, Of
| ficers or director making il shall not be
liable herein set out except in accord
| ance with the provisions of Act 26I of
| the General Assembly of the State of
Louisiana and the amendments thereto
on tE~ 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 (2-3) of the issued stock OF this
corporation, or may be further modified
with the assent of the stockholders own
ing three-fOurthS ($4) of the issued stock
| OF this corporation, all as Is provided by
Act 267 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 of this charter
Act OF Incorporation, except that when
ever in the judgment of the board of di-
rectors it shall be deemed advisable, and
for the benefit of this corporation that il
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 u meeting
called for that purpose, of which meeting
each director shall have received at least
three go days notice shall cause notice of
the adoption of such resolution to be
mailed to each stOckhOlder, together with
a 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 Hquidatohs, the survivor
or survivors shall appoint successor or
successors to him or them.
ARTICLE VIII-Until the election to be
held on June l. 1922, the following stock
directors: j. NJ. Aucoin, Louis Broussard
and Joseph I. Buddecke, with the said
j. NJ AucOin as president; Joseph I. 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, 31i Royal
Street: Louis Broussard, 1927 Esplanade
Avenue; and Joseph L. 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
ket or book value thereof, which mar ket
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-
parties cannot agree upon q 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 administrator, ex-
ecutor or representative Of his estate is to
lIlIneuldIely tender Sucn STOCK TO this cor
poration and the stockholders hereof, on
the same basis unless il is desired TO re-
tain this stock as a part of the estate
or 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 a registered letter containing such
ofter 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 a sale or
transfer as he sees fit. In the event of
thls corporation not availing itself of
such oher or tender, such stock so offered
70 be equally pro ated 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-negotiability shall
De 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 |