The herald. [volume] (New Orleans, La.) 1905-1953, 1921-09-29
CttAhlEh.

| second MONDAY III september III each yedE
eACepI the nrst board appointed III thls
cuarIer VINO snail hold their Offices until
|, the second MONDAY i'll September, w.
; Ali sucn elections snail De nelu by pal
lot ana conducted at the OHlce OI salu
| corporation under the supervision OI three
! to- commissioners to be appointed by the
BOARD OF directors. Notice Oh such elec-
tlOnS shall be gwen by the secretary Vi the
company by written notice thereoI de
IINereu personally or by uepOsllIhS Same
III the post OnIce, properly addressed 10
each stOCknOluer, at least thirty (oUJ ia! :
preceding eaCn meeting.
Al All suCn elections and at all corporate
meetings every sIOckholuer shall De ch
IILIed 10 one vote Tor eacn share Oh stOch
standing III his name on the DoOks Oh the
corporation, to be cast III person or ny MS
NrIIten proxy ana Il majority OIL the votes
cast snail elect.
Any vacancy occurring among the di-
recIOrs by ueath, resignation or otherwise
snail be nlled by election Tor the remainder
OIL the term by the remaining directors.
y failure to elect directors Oh the date
above specified snail not dissolve the cor
pOratIOn nor impair its corporate manage
ment but the directors then III onlce snail
remain III VlIlce until their SUCCESSORS are
elected ana quallned.
Inc board UI directors shall elect from
their OM IA NUMBER Il President ana Il wee
presIucnt. 1ney shall also elect secretary
ana treasurer. Each director snail nave
the rIgnt 10 name ANA appoint proxy 10
| act Tor MIN AT all meetings ot the DOaru
| OF directors. They snail nave power anu
| authority To appoint general manager TO
conduct the business OF the corporation
unuer sucn authority as may be granted
| Uy the board OF directors, from time TO
| time, ana they may, from time 10 time,
name and appoint AL such other officers
| ana agents as may be deemed necessary
! Tor the purpose and business of the cor
| pOratlOn. They shall have power 10 Tx
anu denne the duties OF every onIcer anu
employee anu all officers and employees
/ 4IH
] treasure OF the board.
The board may make and establish as
wei as alter ana amend any ana all by
laws, rules ana regulations necessary and
( named and undersigned. personally came
| and appeared, ). Alfred Levy and Clarence
notes ami other obligations and general!
| to 10 all things reasonable, convenient ami
LeCesSary Tor the proper carrying on OF
/ the business OF the corporation.
The board may issue 1ull paid shares of
! stock Tor cash or in payment OF labor
done or property actually received by said
corporation.
| AKIICLE EI-Any stakeholder owning
ten (lU) or more shares of the capital
stock OF this corporation shall have the
right TO dissolve the corporation, provided
ne gives at least six ~ months notice to
the other stockholders of the corporation
and to the directors of the corporation OF
his intention to dissolve and hquidate the
corporation. At the date set in said notice
Tor the dissolution or liquidation OF the
corporation, the directors and stockholders
OF the corporation shall vote for the dis
solution and liquidation of the corpora
ton; but, should the directors and stock
holders of the corporation fail or refuse
10 vote for its dissolution and liquidation,
then and in that event the stOcknolder SO
demanding the dissolution of the corpora
ton shall have the right to liquidate the
corporation upon his vote alone.
The provision hereinaboye set forth Civ
ing stockholder the right to demand the
dissolution and liquidation of the corpora
ton is not intended to prevent the direc-
tors and stockholders from hquidating the
corporation according to law at any time
previous to the demand Of such stock
holder, but is intended only to give such
stakeholder the right to dissolve the cor
poration should the directors and stock
holders fail to dissolve or hquidate accord
ing to law the corporation after the six
months notice as hereinaboye provided for.
Whenever this corporation may be dis
solved, either by limitation or for any
other cause, its affairs shall be liquidated
by three 80 commissioners who need not |
be stockholders or directors, which said |
commissioners may be selected in accord |
ance with law by vote of the stock |
holders; and, in the event that the stock |
holders fail or refuse to select the said |
commissioners in accordance with law, |
then said commissioners may be selected |
.. the stakeholder who has demanded the
dissolution or liquidation of the corpora |
ton in accordance with the provisions of |
this charter.
Said commissioners shall remain in Of
AiSc until the the COEpOEdtlOu
shall have been fully iQuidated. In case
OF the death of one of or more of said |
commissioners, the vacancy shall be filled |
by the surviving commissioner.
ARTICLE VII. This act of incorpora-
ton may be modified, changed or altered
and the capital stock may be increased or
decreased in accordance with law, provid.
ed, however, that each stakeholder shall
500 days prior to the date when the
stockholders meeting is called for the
purpose, provided said notice shall state
the respect in which said act of incorpora-
ton is to be modified, changed or altered
or its capital stock increased or decreased.
ARTICLE VIII. No stakeholder shall
have the right to sell or otherwise dis
pose of the stock of this corporation with
out first offering the same in writing to
the Board of Directors of this corporation,
through its president, which Board shall
to accept or refuse the offer. Should the
Board of Directors accept the offer, said
directors shall be entitled to purchase
stock so offered at par irrespective of the
Of what offer has been made for the stock.
In case the Board Of Directors accept the
offer to purchase the stock, then the di-
reGtors Sother than the one offering to
selD shall have the right to purchase the
stock in the proportions in which the said
directors are stockholders of the corpora
ton. Should the said Board of Directors
fail to avail themselves of the privilege
10 purchase the stock within said period
Of time, then the said stock so offered
nay be sold to any other person or per-
sons.
ARTICLE TX. No stakeholder shall ever
De- held liable or responsible for the con-
racts, faults or debts of said corporation
n any sum further than the unpaid, bal
Ince due the corporation on shares of stock
'wned by him, nor shall any mere inform
ility in organization have the effect of
endering this Charter null or of expos
ng stakeholder to any liability beyond {
he unpaid amount remaining due on his
took.
ARTICLE Y. II. vogemann, of Ham, I
urg, Germany; c. Goudriaan, of Rotter-
am, Holland; ]. Goedhart, Of Rotterdam, Z
holland. and Richard vogemann, of Ham,
urg, Germany, have been chosen and Sc II
ected as the first Board of Directors of q
his corporation, with the said H. Voge-
lann, as president, c. Goudriaan, as vice I
resident, j. Goedhart, as treasurer, and >
.lchard Vogemann, as secretary. to serve
S such until the second Monday in Sep g
ember, 1922, or until their successors
ave been elected and qualified. n
The subscribers hereunto have respec-
vely written opposite their names the o.
mount of the stock of this corporation u
described for by each of them and this n
rlglnal subscription list of this corpora ol
on. n
mus done and passed, at my office in
le City of New Orleans, in the presence u
Joseph Bayle and Frederick F. Gems Id
T, competent witnesses, who have here
nto signed their Names together with p'
lie SAID appearers and me, Notary, after ie
lie reading of the whole. lie
Original signed: dc