The herald. [volume] (New Orleans, La.) 1905-1953, 1921-02-03
CHARTER.

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
poration and shall be binding upon every |
person now, or hereafter becoming,
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-
ARTICLE V.-An the powers of this cor
poration shall be vested in a Board COM |
posed of not less than five nor more than |
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 purpose |
stockholders meetings the Board itself
may elect additional Directors within the |
maximum limit above provided, IL the
stockholders shall not have elected the
same. A majority of the Board shall con- |
stitute a 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 IL that be a 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.
n the atnck holder N 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
Directors on the day above specified shall
not dissolve the corporation but the d.
rectors then in office shall remain In ONCE
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, q Vice-President and a 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 MEM
bers of the Board Of stockholders; and
they shall fix the salaries of the of1cers,
agents and employees. At any meeting of
the Board of Directors, any Director alb
sent from the meeting may be represented
Inv nth ar niractOr Whn m cast the
vote of the absent Director according to
| the written instructions, either general or
| 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 with
| this charter; and they shall have power
| to authorize the borrowing Of money and
| the issuance of notes and the execution OF
pledges and mortgages, and generally 10
/ do all things necessary or convenient for
the proper carrying on Of the business Of
| the corporation.
| Until a general meeting of the stock
| holders for election of Directors to be held
in 1922, or until their duly qualified sue
| cessors are elected and installed, the
Board Of Directors shall be composed of
the following:
Orleans, La; Salvador D'Antoni. 344 Camp
| Street New Orleans, La; X. p. Batson,
325 Camp Street. New Orleans, La; Il. j,
| de Mond, Chalmette, La; Monte M. Lee
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 numerf-
cal limit of the Board whenever such total
limit shall not have been filled by the
stockholders. OF the foregoing Directors,
Felix p. yaccaro shall be President
Salvador D'Antoni, vice-President, and r.
p. Batson, Secretary-Treasurer.
| ARTICLE vI.-This act of Incorporation
may be changed, modified or amended, or
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 been
| given in the manner above required to be
given of the annual meeting of the cor
| poration.
| ARTICLE Wilt this corporation shall
be dissolved, either by limitation or from
any other cause, its affairs shall be liqui-
dated by three commissioners to be APP
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 parity. Said hqul-
dators shall remain In Office until the al
fairs of the corporation shall have been
fully settled and liquidated, and they shall
have full power and authority to trans.
fer and give title to all the property and
assets of the corporation and to distribute
the proceeds. In case of death, disability
or resignation Of one 1iquidator, the va
] cancy shall be filled by the survivor.
] ARTICLE vIII-No stakeholder shall
/ ever be held liable or responsible for thu
contracts or faults Of said corporation II
, due on the shares Of stock owned by him
| nor shall any mere informally in organt