The herald., 1921-04-21
CHARTER.


sum than the unpaid balance due the cor
poration on the shares of stock subscribed
by him, nor shall any mere informality in
[ organization have the effect of rendering
this charter null. or of exposing any share
holder to any liability whatsoever.
This corporation shall not engage IN
business until four thousand 10000 shares,
I or four hundred thousand (S4OO,OOO.Oul dol
lars of the capital stock shall have been
/ subscribed, and four thousand (4oO0D
shares. or four hundred thousand (SiOo,-
, 100000 dollars of the capital stock shall
have been issued and paid in. in cash.
property and goodwill If any stock of
this corporation is exchanged, either in
whole or in part, for property or goodwill
! in that event the provisions of Section 3
of Act 2G1 of 1914, shall be complied with
strictly.
ARTICLE V.-Au the corporate powers
of this corporation shall be vested in and
exercised 10y a Board of Directors COM
posed of six stockholders. each of whom
shah own in his own right during his
term of office. at least one full paid share
of stock, four a. Of whom shall con
tstitute quorum for the transaction Of
business.
The officers of this corporation shall con
siSt OF a President, NicePrcSident and
Manager. Secretary and Treasurer. all OF
,whOm shall be members of the Board of
Directors. The Offices of Secretary and
Treasurer may be combined in one and
the same person.
The following named persons shall CON
stitute the first Board of Directors, To-
wit:
John s. Waterman, Sr No. 1866 nufos>at
St. New Orleans La, William Waterman.
No. 1907 Prytania St. New Orleans. La. a..
John :. Waterman. Jr., No. 1929 Robert
St, New Orleans. La; Oran c. BarlleIu.
No. Stone St, New York, y. y; Albert
TrcpaCnier, No. 1l4l Prytania st. New
Orleans. La; William +. Mcle. No. 3I1J y.
Rampant ST.. New Orleans, La. all resi-
dents of the City of New Orleans, La. cN-
cept Oran G. Barlleau as hercinabove
Sfu tod and ti.4iI 10, 4 a
above stated, with John :. Waterman. Sr..
as President: William Waterman, as Vice
President and Manager; John :. Water
man. Jr as Secretary and Albert Ire
paEnier. as Treasurer, and these officers
and directors shall hold office until the
first Monday of January, 1922. or until
their successors are duly elected and quail
fed.
Thereafter the directors shall be elected
annually on the first Monday of January
of each year, and they shall elect their own
officers; all elections of directors shall bc
by ballot. and each stakeholder shall be
entitled 10 one vote for each share of stock
standing in his name on the books of this
corporation, this vote TO be east in person
or by written proxy. and il shall require
majority of the stock present or repre-
scented TO elect. The directors shall have
the right to increase their number to nine.
Failure to hold an election for direc-
tors on the first Monday of January. 1922
or annually thereafter, shall not work Il
forfeiture of this charter. but the old
Board of Directors shall remain in office
until their successors are duly elected and
qualified.
| ARTICLE VI.-The Board of Directors
shall hold regular meetings at such times
as shall be fixed in the bylaws of this
corporation, but the President may call
special meetings of the Board of Direc-
tors at such times as he may deem adviS-
able. and he shall be required to call such
special meetings at the request of Il mem
Der of the Board of Directors. Three DAYS
! Ia nj inc
shall be given to the directors, unless u
waiver of such notice is signed by the
Directors. Any vacancy occurring in the
Board of Directors either from death.
resignation or inability to serve, shall be
filled by the remaining directors at its next
regular meeting aftef such vacancy shall
have occurred. The first Board of Direc-
tors of this corporation shall be required
to draft suitable bylaws for the govern
ment of the corporation, which may be
altered. amended or changed as the eXig-
encies of the case may require
| ARTICLE NII.-The stock of this cor
pOration may be transferred, provided
such transfers shall be recorded on rile
books of this corporation before it shall
be required to recognize the transfer or
the new holder of the stock
ARTICLE NllI.-The appearers hereby
declare that they have subscribed to the
following number of shares of the capital
| stock of this corporation. tO-wit:
John 5. Waterman, Sr., No 1866 DufOssat
ST, New orleans. La, nineteen hundred
and ninety-siX 1896 shares; William Wa
termann, 1907 Prytania ST., New Orleans
La. Nineteen hundred and ninety ght
| ll99Sl shares; John Waterman, Jr., No
2329 Robert St, New Orleans, La. one %
share; Oran c. Barlilleau, No. 6 Stone ST.
lev rev York. \; \, one Gl share Albert
leans. La. one ~ share; William +. NIele
No. 3Il5 y. Rampant St., New Orleans, La
one a. share; II. Chotard Eustis, No. 1890
General Pershing St., New Orleans, La.
I'd A No
Cleveland Ave-, New Orleans, La, one
% share.
And the said subscriptions of John s
| Waterman, Sr., and William Waterman
which together total the sum of three hun.
dred and ninety-nine thousand. four hun
dred, 1899, 100000 dollars, or one hundred
and ninety-nine thousand six hundred
| (l99,6OU.00) dollars, or nineteen hundred
and ninety-six shares to John S. Water.
man, Sr., and one hundred and ninety
nine thousand, eight hundred (S199, 500 OO)
dollars, or nineteen hundred and ninety
eight (199S) shares to William Waterman,
: which shall be fully paid for and settled
by them by the transfer of all the prop
erty and effects now owned and belonging
10 the commercial partnership known
as j. 5. Waterman Il Co., composed OF
John :. Waterman. ST., and William Wa.
terman an accurate detailed and itemized
statement and description of said prop
erty being hereto annexed to be read i'm
connection herewith. and the said property
was duly appraised by the Board of Di-
rectOrs of this corporation at the sum of
three hundred and ninety nine thousand.
four hundred 1896, 100000 dollars. The re-
malnder of small subscriptions shall be
paid for in cash.
In the event that any stakeholder de.
sires to sell his stock, or any part or por-
ton thereof, he shall first offer same to
the remaining stockholders, in proportion
TO their respective holdings at its book
value. This offer is to be made to appear
Dy letter addressed to each stakeholder at
ms last known address, giving thirty DAYS
option. At the expiration of which time.
the stockholder desiring to dispose of his
stock, shall be at liberty to sell at what
ever price and to whom he may please.
ARTICLE IX-Thjs charter may be
modihed or altered, the capital stock there
OF increased or decreased or the cor
poratlOn may be dissolved with the assent
Oh two-thlrds or the capital stock present
or represented at any special meeting of
the stockholders held for that purpose
after prior notice in writing to each stock
holder, mailed to him at his last known
postoffice address, all in accordance with
, the terms of Act 267 of 1914
ARTICLE X.-At the expiration or this
charteJ, or the earlier dissolution of this
corporation for any cause, its affairs shall
De nquldated by one or more liquidators
10 De elected by the stockholders all of
whom shall hold stock in this corporation
, ana said 1quidators are hereby vested with
Iuil power and authority to liquidate the
analrs OF said corporation, with full pow
er to act under the terms of Section 20 OF
Act 267 of 1914 ~ Va
thus done and passed at my ONCE I'm
ms city or New Orleans, Louisiana on