The herald. [volume] (New Orleans, La.) 1905-1953, 1921-06-30
CHARTER.


description.
To purchase. SELL lease, suitcase ana
mortgage real estate, and TO construct
buildings of every nature ana ueselptloH'
ARTICLE t. TIL. capital stock of TINS
Corporation shall be Fifty Thousand DOL
lars (SJO,OO0O0). divided into rive nun
drpd (JUU shares, of one Hundred DOlIdTS
(SlOOOOl each; which said shares Oh stock
snail be paid for in cash or IN properly
and good will transferred TO sald cOrpoIa-
ton or in work done for or services rem
dered TO said corporation, as may De ne
clued and determined by the Board OF
-.. and upon the terms liked by
I'd Board of Directors.
The capital stock of the Corporation
may be increased to Two Hundred ana
Fifty Thousand Dollars ($2JOOOO.cO).
Each share of stock shall entitle the
owner thereof, in person or by proxy 10
cast one vote for each share at all meet
lngS of stockholders.
ARTICLE 3. No stakeholder shall sell
or dispose of any of the stock OF TINS
Corporation without first having oHeTeu
the same for sale to the other stockhold-
rrS by a letter addressed to the President
or to the Board of Directors of the CorpOr,
alton, naming therein the lowest proposed
price of said stock and the proposed terms
of sale. After thirty days from the re-
ccipt of such written offer, and the failure
of the stockholders, or any of them, 10
purchase the said stock upon the proposed
terms of sale, the owner of the stock shhll
then be at liberty to sell such stock LOT
not less than the said proposed price ana
upon the said proposed terms. rms rule
shall apply to each specific sale, or pro
posed sale of stock.
Should any stakeholder pledge any of
his stock, he shall Immediately notify the
remaining stockholders of the Corporation
in writing, through letter addressed 10
the President or the Board of Directors.
as in the aforesaid case of proposed sale
of stock. of the fact of such pledge to-
gether with the name and address OF the
Pledge, and shall accompany such notlh-
cation with a copy of the act, or lnStru-
ment of pledge; and before or upon, the
default of the pledgOr to meet the Obligs-
ton for which his stock stands pledged
the stockholders of the Corporation snail
be entitled to take up such pledgOrs Obli-
cation, and they shall be thereby specially
subrOgated to the rights of the original
Pledge or any subsequent Pledge in all
particulars.
Where the stockholders Of the Corpora
ton are accorded either the right of pur-
chasing IA shareholders stock, or of taking
up his pledge obligation, as hereinabOve
set forth. such right shall deyolve upon
the said stockholders, first, in the proper
tion OF their individual holdings of stock
and, then, ratably among the remaining
stockholders. should any particular stock
holder not elect to exercise his right, and
so on until the right shall remain in one
stakeholder, if all other stockholders
should decide not to exercise the right.
The Corporation shall make no transfer
of stock where the provisions of the fore
going paragraph have not been fully com
piled with. and the Corporation shall also
be entitled to demand and shall so de-
mand. of both the seller and the purchaser
of stock In all cases, before making a
transfer of such stock upon the books of
the Corporation, an affidavit as to the
amount truly paid for the stock. and facts
CHI -fr,tr fhn hon of ha
action.
The shares of stock of this Corporation
shall be transferable only upon the books
of the Corporation, and no transfer of any
stock shall be binding, or have an effect,
upon the Corporation, unless, and until
made upon its books; and prior lien on
all shares of stock shall be retained by
this Corporation on the stock of any
shareholder for any Indebtedness, secured
or unsecured, however evidenced or
created. due at any time to the Corpora
ton by the holder Of stock. and no trans
fer of stock shall be made in contraventiOn
Of these conditions hereinbefore set forth.
ARTICLE 6. All the corporate powers
of said Corporation shall be vested in and
exercised by a Board of Directors com
posed of at least three (3) stockholders,
to be elected at an annual meeting of
stockholders, to be held on the First 1sO
Monday in June of each year. All cleo
lions shall be held under such rules, regu-
lations as may be determined by Board
of Directors. The directors thus elected
shall continue in office until their success
sOrs shall have been duly elected and
qualified. No failure to hold an election.
either of directors or officers. shall be re-
garded as a forfeiture of this Charter. Any
vacancy occurring on said Board of Di-
rectOrs shall be filled by the remaining
directors; the number of directors may be
increased to not more than seven 90 di-
rectOrs, at the discretion of the Board of
Directors. Said Board of Directors shall
likewise elect the additional members of
said board in case they should determine
to increase the number of the Board of
Directors, as herein provided. Said Board
of Directors shall have the right and
power to appoint and dismiss such clerks,
assistants and other employees of the Cor
poration. as conditions may justify. or the
business may require, and the tenure of
Office of all such managers, clerks. assist
ants, and other employees of this Cor
poration shall be during the pleasure of
the Board of Directors.
ARTICLE Z. The first Board of Di-
rector shall consist of the following
directors: Frank b. Sullivan. John p. Sui
Ivan, Sylvan kronheim, and the first
officers of said Corporation shall be Frank
Il. Sullivan as President. John p Sullivan
as Vice-President. and Sylvan Kronheim as
Secretary Treasurer, who shall serve as
such until the First (1st) Monday in June,
1922, or until their successors are duly
elected and qualified.
be liable or responsible for the indebted
ness, faults or defaults of this Corpora
ton, nor shall any mere informally in the
organization of the Corporation have any
effect of rendering the Charter null, or of
the stockholders to any liability
beyond the unpaid balance, If any ON his
stock subscription.
ARTICLE 8. Stockholders meeting for
the election of directors shall be held at
the domicile of the Corporation after ff-
teen (15l days notice in writing to each
shall have been given by d.. |
postOffice
ARTICLE 10. Whenever this Corpora-
non is dissolved. either by limitation or |
Tor any other cause, its affairs shall be |
iquidated by the Board of Directors, who |
are hereby vested with full power to sell |
any ana all assets of the Corporation. |
1lther separately or in bulk, and to con-
Tey full and complete title thereto, and |
who shall have full power and to do and |
perform all acts necessary and proper
July and completely to liquidate the |
iHalrs and to distribute the proceeds. if |
my, among the stockholders of this Cor |
Ioratlon, in accordance with the propor-
tomato number of shares held by each
~ N
ARTICLE IL. This Act of INCORPORATION |
nay be amended. altered or this Corpora
ION may be dissolved by a vote of two
hirds q ~ of the shares of the total
mount of stock issued at a meeting con
'ened for that purpose after fifteen (I0
lays NOTICE In writing, mailed to the last |
Known address of each stakeholder.
mus done and passed, at NV NotariaI
Inlce, In this city of New Orleans. State
u louisiana, on the day, month and wear
5yrns and NJ. II. Newhauser. comnatant
who have hereunto signed their
James, together with the appearer and mo |