The herald., 1921-04-21
CHARTER

casn, property, real or personal, or 1or
services performed or rendered.
No stakeholder shall ever be held liable
or responsible for the faults, contracts or
debts of this corporation in any further
sum than the unpaid balance due the cor
pOrdtl0n on the shares of stock subscribed
for by him, nor shall any mere infOrmality
in the organization have the effect OF
rendering this charter null or of exposing
any shareholder TO any liability whatsO-
ever.
This corporation shall not engage in
business until One hundred thousand $780,
OOO.0O) Dollars of the capital stock has
been issued and actually paid in, either in
cash. property, or services as aforesaid ;
if any of the stock of this corporation is
exchanged in whole or in part for property
or good will, in that event the provisions
of Section three 90 of Act 267 of 1914 shall
be strictly complied with.
ARTICLE Van the corporate powers
of this corporation shall be vested in and
exercised by a board of directors composed
of three stockholders, each of whom shall
own. in his own right, during his term of
office at least one full-paid and unpledgrd
share of the capital stock, which shall be
shown by his written declaration, two (2D
of whom shall constitute a quorum for the
transaction of business, provided that the
board of directors shall have the right at
any time to increase the number of di-
rectOrs to not more than five 90.
The officers of this corporation shall
consist of Il president, vice-preSident, sec
rotary and treasurer, all of whom shall be
members of the board of directors. Any
two offices, but no more, may be combined,
if desired, and held by one and the same
person.
The following named persons shall con
Stitute the first board of directors of this
corporation, to-wit: j. Eugene Pearce No.
Dunleith Court, New Orleans, La; Hilton
J. Hermann, 1919 State Street Drive, New
Orleans. La; and st. Clair Adams, 1926
st. Charles Avenue, New Orleans, La. with
j. Eugene Pearce as president and treas
urer, st. Clair Adams as vice president
and Hilton J. Hermann as secretary, aud
these officers shall serve until the second
Monday in March in the year 1922, or until
their successors have been duly elected
and qualified.
Thereafter the directors shall be elected
annually on the second Monday of March
in each year, beginning with the year 1922 !;
all elections of directors shall be by ballot
and each stakeholder shall be entitled to
one vote for each share of stock standing
in his name on the books of the corpora
ton. this vote to be cast in person or by
proxy, and it shall require majority of
the stock present or represented to elect.
Failure to elect a board of directors on
on the second Monday in March 1922. or
annually thereafter, shall not work for
feiture of this charter, but the old board
of directors shall remain in office until
their successors are elected and qualified.
ARTICLE VI-The board of directors
shall hold regular meetings at such times
as shall be fixed in the by Flaws of this cor
pOratiOn. These meetings shall be held
at the dOmicile of the corporation but the
president may call special meetings of the
board of directors ut such times as he
may deem advisable. and he shall be re-
quired to call such special meetings when
ever requested TO do so by three members
of the board of directors. Three days
notice of such special meetings shall be
given in writing to the directors unless
waiver of notice is signed by the directors.
Any vacancy occurring on the board. either
from death. resignation, or inability to
serve, shall be filled by the board of di-
rectOrs at its next regular meeting after
such vacancy shall have occurred. The
first board of directors of this corporation
shall be required to draft suitable bylaws
for the government of this corporation.
which may be altered. amended or changed
as the eNigencies of the case may require.
ARTICLE VII.-The stock of this cor
pOratiOn may be transferred provided
such transfer shall be recorded upon the
books of the corporation before it shall
be required to recognize the transfer or
the new holder of said stock. The total
amount of the subscribed stock, as herein
set forth, Is the sum of Two hundred
thousand (S200OO0.OO) Dollars, which is
hereby authorized to be issued fully paid
change for property or services, according
TO law. That, save as hereinafter pro-
Nided, no share or interest in the company
shall at any time be transferred to any
person not already shareholder, so long
as any shareh older is willing to purcha Sc
said share or interest at the prescribed
price. That in order to ascertain whether
any shareholder is willing to purchase
any such share or interest, the person.
whether n shareholder of the company or
not, proposing to transfer the same herein.
after called the retiring shareholder -
shall give notice in writing to the company
fhnf h.a \
such notice shall constitute the company
his agent for the sale of the share or other
interest to any shareholder of the company
at the prescribed price. That if the COM
pany shall, within the space of thirty days
after such notice find a shareholder deSir-
ing to purchase such share or interest,
hereinafter called the purchasing share
holder" and shall give notice thereof to
the retiring shareholder, he shall be bound
at such time within fifteen DAYS thereafter
as the company shall appoint upon pay
ment of the prescribed price to transfer
such share or interest to the purchasing
shareholder. That If in any case the re-
firing shareholder after becoming bound
as aforesaid, makes default in transferring
such share or interest, the company may
receive the purchase money and shall there
upon cause the name of the purchasing
shareholder to be entered upon the reg
lister as the holder of such share or inter
est, and shall hold the purchase money in
trust for the retiring shareholder, his eX-
ecutOrs, administrators. or assigns and
the receipt of the company for the pur-
chase money shall be good dis
charge to the purchasing shareholder and
he shall not be bound to see to the ap-
plication thereof, and after the name of
the purchasing shareholder has been en-
tered in the register in purported exercise
of the aforesaid power, the validity of the
proceedings shall not be questioned by any
person, and the purchasing shareholder
shall be deemed and taken to be the owner
of the said share or interest. That the
prescribed price shall mean the amount
paid in on such share or interest, plus the
proportionate part of undivided profits,
provided that II instead of there being I'M
divided profits there exists an impairment
of capital of the said company, then the
prOportionate part of such impairment
shall be deducted from the amount paid
in upon such shares or interest in ascer-
tanning such prescribed price. That the
company shall in all cases on receiving
notice of desire to sell stock as aforesaid,
allow the other shareholders the oppOr-
tunity to take same in proportion to their
respective holdings of stock in the COM
pany, making all necessary adjustments to
avoid fractions of shares, and for that
purpose giving the preference in all cases
to shareholders who have the largest hold
ings.
ARTICLE vIII-This charter may be
modified, altered, the capital stock there
of increased, or decreased. or the corpora
ton may be dissolved with the assent of
two-thirds of the capital stock present or
represented at any meeting Of the stock
holders held for that purpose. after prior
notice in writing to each stakeholder, or
mailed to him at his last known postOfice
address, all in accordance with the terms
of Act 267 of 1914.
ARTICUE tbo oxn;rot;oz a.