The herald. [volume] (New Orleans, La.) 1905-1953, 1921-01-27
CHARTER.

long as the shareholder demanding the
transfer is in any way indebted to the
corporation, and the corporation shall have
a lien, pledge and privilege on each share
Of stock to secure any Indebtedness due
by the shareholder to the corporation.
Should any of the stock offered for sale
be not desired by the other, stockholders,
and should the corporation itself be I'M
willing or unable TO purchase any of the
same out of its surplus earnings, within
ten days from the receipt at the corpora
tons Office of the written offer to sell
then, and then only, shall the stakeholder
desiring to sell be entitled to transfer such
undesired portion of the stock to such per-
son or persons, and at such price as he
or she may see fit. The provisions Of this
article shall be printed upon the face of
each certificate of stock issued by the cor
pOration and shall be binding upon every
person now, or hereafter becoming. ga
stakeholder in this corporation, all Of
whom agree to the provisions hereof and
take such stock subject thereto: and all
pledges, hypOthecations or other incum-
brances of said stock, or dealings with re-
gard thereto, shall be subject to the pro-
visions hereof.
ARTICLE V.-All the powers of this cor
porati0n shall be vested in Board COM
posed of not less than five nor more than
seven Directors. The precise number of
the Directors within said limits shall be
fixed from time to time by vote of the
stockholders at the annual meetings or at
a special meeting called for that ppobose /;
provided. that in the interval tioween
stockholders meetings the Boa d yitself
may elect additional Directors wsnin the
maximum limit above provided, If the
stockholders shall not have elected the
same. A majority of the Board shall con-
stitute quorum. Said Board of Directors
shall be elected annually at a stockhold-
ers' meeting to be held annually at the
Office of the corporation on the third Tues
day in January of each year Tor the next
legal day II that be holiday after notice
given to each stakeholder by mail at least
fifteen days before the. date of the meet
ing. addressed to the last designated ad-
dress Of the STOCKHOLDERS, or IL he has
designated no address, to the General De-
livery at New Orleans. Special meetings
of the stockholders may be called by the
Board at any time and notice thereof shall
be given in the manner provided for an
nual meetings; provided that in all cases
all notice may be waived by unanimous
consent. Each shareholder shall be en-
titled to one vote for each share of stock
standing in his name on the books of the
corporation, said vote to be cast in per-
son or by proxy and majority Of the
votes cast shall elect. Failure to elect
Directors on the day above specified shall
not dissolve the corporation but the Dr.
rectors then in Office shall remain in office
until their successors are elected. The
Board of Directors shall have power to
fill all vacancies which may occur or in
any manner arise or be created on the
Board, even though no quorum remain at
the time such vacancies are to be filled.
The Board shall elect from their number a
President Vice-President and Secre-
tary Treasurer; provided that from time
to time the Board may dispense with any
Of said officers and, or may combine and,
or separate any of them and, or may elect
such other officers as they may think
proper or convenient for the carrying on
of the COmpany's business, and may pro-
vide that such officers may not be men,
bers Of the Board of stockholders; and
they shall fix the salaries of the officers
agents and employees. At any meeting OF
the Board of Directors, any Director alb
sent from the meeting may be represented
by any other Director who may cast the
vote of the absent Director according To
the written instructions, either general oil
special. of said absent Director. The Board
of Directors shall have authority to make
and establish, as well as alter and amend
all bylaws, rules and regulations neces
sary and proper for the support and Man-
agement of the business and affairs Of
| this corporation and not inconsistent will
| this charter; and they shall have power
| to authorize the borrowing of money and
| the issuance of notes and the execution o.
| pledges and mortgages, and generally Il
| do all things necessary or convenient FOL
the proper carrying on of the business Of
| the corporation.
Until a general meSing Of the stock
holders for election of Directors to be held
| in 1922, or until their duly qualified sue
cessOrs are elected and installed, thu
Beard of Directors shall be composed o.
the following:
Felix p. vaccaro, 344 Camp Street, New
Orleans, La; Salvador D'Antoni. 344 CAM
street. New Orleans, La; X. r. Batson
325 Camp Street, New Orleans, La; T. ]
de Mond, Chalmette, La; Monte NJ. lie
mann, 11O4 Hibernia Bldg, New Orleans
La.
Provided that the Board above named
and any succeeding Board may choose ad
| ditional Directors within the total numeri
| cal limit of the Board whenever such tota
| limit shall not have been filed by th'
stockholders OF the foregoing Directors
Felix p. vaccaro shall be President
| Salvador. D'AntOni. Vice President, and X
| p. Batson, Secretary-Treasurer.
| ARTICLE VI.-This act of incorporation
may be changed, modified or amended, oil
| the corporation dissolved, by vote Of
| two-thirds of the entire capital stock pres
ent or represented at a general meeting Of
| the stockholders convened for such pur
pose, after previous notice shall have beer
given in the manner above required to b'
given of the annual meeting of the cor
poration.
ARTICLE Wifi this corporation shall
| be dissolved, either by limitation or from
any other cause. its affairs shah be hqui
dated by three commissioners to be ap'
| pointed at the meeting of stockholders con
vened for the purpose Of liquidation, and
| to be elected by the vote of. all the stock
| holders voting upon a parity. Said hqui
| dators shall remain in Office until the af
| fairs of the corporation shall have beeI
fully settled and liquidated, and they shall
| have full power and authority to trans
assets of the corporation and to distribute
| the proceeds. In case of death. disabilit!
| or resignation of one liquidator, the va
caney shall be filed by the survivor.
| ARTICLE VIII.-No stakeholder shall
ever be held liable or responsible for tn
contracts or faults of said corporation II