The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-08
CHARTER.

books of this corporation aud subject
TO such regulations and fOrmalities as
may be prescribed from time to time by
the Board of Directors. No stOckhOider
Shall be permitted to sell or otherwise
dispose of his stock without first offering
the same in writing TO the other stock
holders through the Board Of Directors,
mt a price not exceeding the book value
thereof, and the stockholders shall have
an option and first right to purchase for
cash all the shares Of stock to be thus
disposed of by sale or by the death,
resignation or otherwise of any OF the
stockholders of the corporation, and shall
have a period of ten days within which to
accept or decline such offer Of stock.
Upon the failure OF the said Board Of
Directors or the stockholders to exercise
within the time stipulated the option thus
granted them, the stockholders who desire
TO sell or otherwise dispose Of their stock
Tor their heirs) shall be at liberty to sell
or dispose of their stock in such manner
and at such prices as they may see Fit.
But the stock of this corporation shall
be non negotiable and nOn-transfC rTdb bic
except under the conditions and stiPu-
la:icns hereinabOve set FORTH and no
transfer of stock whatsoever shall be
binding upon this corporation until and
unless made upon its books.
ARTICLE VI.-The corporate powers ~
this corporation shall be vested in. and
exercised by, Board of Directors, COM
posed Of not less than four nor more than
six stockholders, three Of whom shall, at
II
transaction of business. The Directors
of this corporation may vote in person or
by written proxy at any of the meetings
of the Board of Directors.
The first Board of Directors Of this
company shall be composed Of tho fol-
lowing: Arthur RegOttaZ, Jr., 703 North
Alexander street, New Orleans, La; Wal
ter Il. Moses. 322S CarrolltOn avenue, New
Orleans La! Arthur RegOttaZ, Sr., 22j
Ridgley street New Orleans. La; Elkin
Moses, 1914 Dufossat street, New Orleans,
La.
These directors shall serve until the
first Monday in November. 1922, or until
their successors shall have been elected
and qualified. The directors shall be
elected annually by the stockholders
at meeting to be held on the
Notice of such meetings shall be
given fifteen days prior to the date there
of. in writing. and shall be sent to each
stakeholder at his last known address.
Each stakeholder shall at such annual
meeting or other meetings, general or
special he entitled in person or by
proxy to one vote for each share Of stock
owned by him. Elections shall be held
from time to time, be prescribed by
the Board of Directors.
The Directors, when elected, shall hold
office for one year, or until their success
Ors shall have been elected and qualified,
and failure to hold the annual meeting
of stockholders or elect annually the Dr.
rectors shall not operate the forfeiture of
this Charter or of any rights hereunder.
Any vacancy occurring in the Board Of
Directors may be filled by the remaining
Directors for the unexpired term.
Immediately after their election each
year, the Directors shall meet and elect
from their number a President, Vice
President, a Secretary and 4 Treasurer.
The first officers of this corporation shall
hold office until the first Monday in No
vember. 1922, or until their successors
have been elected and qualified. and shall
be: Arthur RegottaZ, Jr.. President;
Walter Il. Moses Vice President; Arthur
Regottaz, Sr., Secretary; Elkin Moses,
Treasurer.
ARTICLE vII.-This Charter or act Of
incorporation may be changed, modified,
altered or amended by and with the con-
sent of two-thfrds of all outstanding
stock at any meeting. general or special,
called for that purpose. subject only to
such limitations as may be provided by
law. This corporation shall have the
right to increase or decrease its capital
stock. as hereinbefore set out, and any in
crease of the capital stock to an amount
exceeding that named in Article ~ as
the amount to which the capital stock may
be increased. may be made by a three
fourths vote of all the outstanding stock.
ARTICLE VIII.-Notlce TO any and all
meetings referred to in this charter or
required by law, shall be given in the
manner provided for by the giving Of no.
shall have been waived.
ARTICLE IX.-In case of the hquida.
ton, dissolution or termination of this
charter by limitation or otherwise, the
affairs Of this corporation shall be
liquidated by one or more liquidators
elected by the stockholders who may pro-
vide the number of such liquidators, and
who may vest them with such power and
authority as may by law be permitted, and
who shall fix the terms and conditions
upon which they shall serve, as well as
their compensation, and who may provide
that in case of the disability OF any one
of said liquidators Qf there are more
than one) the remaining liquidators may
fill the vacancy or continue to act on be-
half Of the corporation.
ARTICLE X.-No stakeholder of this
corporation shall be liable or responsible
for any acts, liabilities, contracts, debts
or faults of this corporation, or any of its
stockholders, nor shall any mere infor-
mality in its organization have the effect
ing a stakeholder to any liability hey ond
the unpaid balance due on the stock held
by him.
ARTICLE XI-The subscribers hereto
have written opposite their respective
names the number Of shares subscribed to
by them and their post office addresses
so that this charter may serve as the
subscription list of the corporation.
ARTICLE KILN consideration Of the
issuance of Seven Thousand Five Hun
dred ($7,5OO00) Dollars of its capital STOCK
this corporation may receive and take
title to the going business now being con-
Quoted under the name of the Regottaz
Marble Works at 500 North Hagan Ave
nue., In the city Of New Orleans, Louisi-
ana. including the merchandise. stock on
hand, cash, open accounts and other assets
Of said business whatever, including the
good will thereof, and all of which assets
are more fully described in the accurate
detailed and itemized description of same,
which is hereto annexed and marked Ex-
hibit "a, and may assume the liabilities
of said business as set forth said ex-
hibit "A"; all of which property and
assets. less said liabilities, have been APP
praised by the parties herein named as
the Board Of Directors of said corpora
ton as having an actual cash value Of at
least s7.5OO.0O.
Thus done and passed at my office in
month and year herein first above writ
ten. ia The presence of Messrs Eldon s.
Lazarus and George W. Simons. compe-
tent witnesses. who have hereunto signed
their names with the said appearers and
me. notary, after due reading OF the
whole.
Original signed): Elkin Moses, A. Re
gottaz. Jr., Arthur Regottaz, Sr, Walter
B. Moses.
HERBERT S. We'll.
notary Public.
rSiiresses): Eldon s. Lazarus. Geo. W.
Simcns.
I. the undersigned Recorder Of Mort
cages, in and for the Parish Of Orleans.
Statc Of Louisiana. do hereby certify That
the above and foregoing Act Of Incorpora-
ton OF the Regottaz Marble Works, In
corporated. was this day duly recorded
In my office in Book. folio.