The herald., 1921-01-06
CHARTER.

censes in respect of or otherwise turn TO
account any such trade marks. patents,
licenses processes and the like; TO issue
bonds mortgages and hypothecatlons 10
the extent necessary or proper TO IT'S ousl,
ness: to acquire the property, business anu
good will of any individuals, firms or cor
poratiOns engaged in any OF the businesses
enumerated above; to acquire ana hoIu
sell, cucumber or dispose OF st1chs an" iti
bonds of other companies; 10 eAchahee Ns
entire capital stock or any part thereol
! for property which il is authorized 10 az
| quire or TO exchange its entire assets anu
| bu sness or any part thereof Tor properly,
\ stacks honds or other obligations OF other |
/ companieS: to subscribe 10 the stotk Oh |
/ other companies; to guarantee the oDnSa. |
| tionS of any corporation, the STOCK OF
which is entirely held by it or for It's ac-
| count: 10 enter into any arrangement Win
| any governments or authorities genera
/ sovereign. municipal, local or otherWls"
] which may appear conducive 10 the Soli-
! pany's objects or any of them, and 10
! obtain from such governments or author
tiles any rights. privileges and cohcSs-
siOns which the corporation may thlhh u'
/ Sirable to carry out ana 10 exercise anu
7 comply with any such rights, prlylle-
/ and concessions: to do any and all sue
acts and things as trading corporations
are or NAV be authorized to do under III
( laws of the State of Louisiana; TO carry
| on each any or all of the foregoing Dusl'
nesses. objects and purposes IN any part O.
, the world. whether within or without I
pany shall not engage in any pubHc strN-
ice business within the State OF Louis
lanai.
CORPORATION is hereby fixed at ten mil
lion $4,000 100000 dollars, TO be repre-
scented by one hundred thousand shares OF
the par value of one hundred Slooool
dollars each to be paid for IN cash or
property the equivalent thereof. The
amount of said stock may be Increased 10
fifty million ($50OOOOOOOO) dollars NO
transfer of stock shall be binding upon
the corporation unless made and recorded
upon its books. No stakeholder shall
have a right to transfer or convey any
of his or her stock in the corporation uh-
less and until he she shall have hrst
made a written offer to the other then
! stockholders of the corporation, and TO the
corporation itself, to sell his or her STOCK
to them at the book value thereof BOOK
Value" as used herein is hereby defined
| to mean the value at which the assets ana
liabilities of the corporation have been III
| good faith entered upon its books. Such
written offer shall be addressed 10 the
4 other then stockholders, and to the cor
poration itself, collectively. and shall De
delivered TO the office of the corporation
not less than ten days prior to the APP
plication for transfer of the stock. !
corporation shall transmit this offer TO the
respective then stockholders, and the stock
!. of the stakeholder desiring to sell shall
be distributed prorata among such Oh
the other stockholders as desire 10 pur-
chase. in the proportions in which the
: holdings of the stockholders deslrous OF
: purchasing bear to each other; and II the
u total which such other stockholders de-
c sire to purchase is less than the total
: offered for sale,~then, after each or the
other stockholders shall have taken and
II paid for the amount of stock which ne or
she desires to buy and to which he o.
! she is entitled, then the remainder I'M
taken shall be open for purchase by IN,
l. corporation itself; and unless proh1blted
y by law, the corporation may itself use and
| SurnluS earnings accumu
lated profits to the purchase from any
stockhOlder desiring to sell OF any por'
= ton of that stockholders stock which
none of the ether stockholders may ue
sire to acquire, at the book value there
I Of provided, that the corporation shall
u not apply any of its capital to the pur'
chase of such stock but shall always main
$ tain its capital unimpaired. Should any
a of the stock offered for sale be not de
Is sired by the other stockholders. and should
: the corporation itself be unwilling or un
D able to purchase any of the same out OF IT.
4 surplus earnings within ten days from tn
'e receipt at the corporations office OF th'
Re written offer to sell, then. and then only
n shall the stockholders desiring to sell D'
lie entitled to transfer such undesired por
TX ton of the stock to such person or per
E. sons as he or she may see fit. The pro
ID visions of this article shall be printed
r upon each certificate of stock issued
Is the corporation and shall be binding upoT
te every person now, or hereafter, becom
S. ing, a stakeholder in this corporation, al
ne of whom take such stock subject to tn
3, provisions hereof: and all pledges, hyp0
~ thecations or other membranes of salt
IN stock, or dealings with regard thereto
u shall be subject to the provisions hereof
ARTICLE v.-All the powers of thi
IN corporation shall be vested in and exer
"a cised by a Board composed OF not les
In than four nor more than seven Directors
d. The precise number of the Directors with
or in said limits shall be fixed from tim
u to time by the vote of the stockholders a
TN the annual meetings or at special meet
IS ing called for that purpose. MAORI
w of the Board shall constitute quorum
us Said Board of Directors shall be electe
'r- annually at a stockholders meeting to b
nd held annually at the Office of the cOrpOr
ad alton on the second Monday in January
each year Tor the next legal day If that Z
l1s a holiday, after notice given to eac
o., stakeholder by mail at least fifteen day
oy before the date of the meeting. addresse
OF to the last designated address of the stoci
ite holder, or IL he has designated no address
Dr. to the General Delivery at New Orlean
ac- Special meetings of the stockholders ma
Oh be called by the Board at any time an
notice thereof shall be given in the ma
nd ner provided for annual meetings; pr
We, vided that in all cases all notices may
on waived by unanimous consent. Each shar
ate holder shall be entitled to one vote Il
'al, each share of stock standing in his nan
mo on the books of the corporation. said vo
ces to be cast in person or by proxy and
'rt, majority of the votes cast shall ele'
lnd Failure to elect Directors on the day abo
APP ton but the Directors then in Office shi
cts remain in Office until their successors a
me elected. The Board of Directors sh;
'rs, have power to fill all vacancies viii
on. may occur or in any manner arise or
re; created on the Board, even though
ter quorum remain at the time such vacanci
ies are to be filled. The Board shall ele
ind from their number President Vic
ION President, a Manager and Treasurer, al
nj they shall also elect a Secretary, who ne
ind not be Director a stakeholder; pr
lay yided that from time to time the Boa
the may dispense with any of such Office
and, or may combine and, or separa
or any of them and, or may elect such 9th
Or- officers they may think proper or co
us venient for the carrying on of the col
oc. pany's business, and may provide that a
OF officer need not be member of the Boar
the or stakeholder; and they shall fix t
otn salaries of the officers, agents and 81
or ployees. At any meeting of the Board
Directors, any director absent from
ur- meeting may be represented by any 9th
or director who may cast the vote of {
less absent director according to the writ
red instructions, either general or special
ers said absent director The Board of i
in rectors shall have authority to make a
to establish, as well as alter and amend,
,lop bylaws, rules and regulations necessa
and and proper for the support and mani
for ment of the business and affairs of d
pro- corporation and not inconsistent with Il
to charter; and they shall have power
ers, authorize the borrowing of money and
girl issuance of notes and the execution
mn. | DlpdppS and generally to do all fhiI