The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-01
CHARTER.

| of Fifteen Thousand t$15OOO.cO) Doiiars
divided into and represeentteed d by oy v. Tn.
of One Hundred (S1O0O0) Dollars each, al
| of which shall be Common Stock. Iht
| amount of capital stock may be increa SEQ
| to Twenty five Thousand (S25,OO0OOl
| Dollars by vote of two-thirds of al
outstanding stock and according to the
| laws of the State of Louisiana. All stock
! shall be issued for cash or its equivalent
| or may be issued Mt not less than par fol-
! PAYMENT for property actually purchased oil
/ for services actually rendered the corpora
| ton, or the same may be issued 1ully
paid for money advanced or for such other
| valuable consideration or services as the
Board of doctors may determine. The
corporation shall begin TO do business
when fifty per cent of the capltal STOCK
has been subscribed for and nifty per
cent. of this subscribed capital paid and
the remainder of the capital stock shall
be issued at such times and upon sucn
terms and conditions as the Board OF
Directors shall determine, subject to legal
requirements. All stock shall be fuly
paid and worcestershire and no transfer
of stock shall be binding upon the Com
pany unless recorded upon the Company
books.
No shareholder Of the Company shall at
any time offer for sale or sell his stock
either privately or in the open market
without having previously offered sa1d
stock at its book value to the other stock
holders of this Company by means OF
ranking officer of the Company present
i'm the City of New Orleans at the time.
Such ranking officer, upon receipt or
such communication, shall within hve
DAYS Of the date of such offer mail a
written notice addressed to each stock
holder of the Company at his last known
address, stating the number Of shares so
offered and the price thereof. Failure or
any stakeholder to reply within ten days
of the date of said communication, shall
be considered as a refusal on his part
TO purchase any of the stock so offered
Should the number of shares which the
various stockholders, in reply to said
notice. signify their desire to purchase.
exceed the number Of shares offered, such
offered shares shall be distributed to the
prospective purchasers In such proportions
as the Board of Directors deem best. Each
share of stock shall entitle the owner
hereof to cast one vote either in person or
by proxy at an stockholders meetings
The parties hereto declare that they have
subscribed for the number OF shares OF
the capital stock OF this corporation set
opposite their respective names, so that
this Act of Incorporation shall serve as an
original subscription.
Federico s. Aguilar. subscriber to
seventy-two shares of the corporate stock.
has transferred. conveyed and delivered
to the corporation In full payment and
liquidation of siXty-four shares OF his sub
scription. certain of his interest in his ex-
listing business at 800 Queen x Crescent
Building, Camp and Natchez Alley. New
Orleans, Louisiana. including furniture
and fixtures, warehouse equipment, auto
mobiles. merchandise on hand, cash on
hand and accounts receivable as shown
In the statement filed herewith. giving
detailed and itemized description, to-
gether with the value thereof as APP
praised by the Directors of this corpora
ton.
ARTICLE 5.-The business and affairs
of this corporation shall be managed and
conducted by Board of three directors,
who shall all be stockholders. The
majority Of the directors of this cor
pOratiOn present at AIRY meeting in per-
son or by proxy shall constitute quorum,
and a majority vote of those present in
person or by prO1S mail decide all
questions voted upon. Said directors shall
stockholders on the Twelfth day of Novem-
Der of each year, unless the same shall
he a legal holiday, when the election shall
be held on the next legal day thereafter,
beginning on the Twelfth of November,
1922, and after fifteen days prior written
notice having been mailed to each stock
holder of record to his last known
address. The voting shall be by ballot
east one vote for each share held by him
which has been standing in his name on
the books of the corporation for at least
ten days prior to the date of the election.
voted at such election shall
elect. Immediately after the election of
said Board of Directors and the adjourn
ment of the stockholders meeting, the
newly elected Board of Directors shall
elect from among their number the Of
ficers of this corporation, who shall be
a president n secretary and a treasurer.
The offices OF secretary and treasurer may
be held by the same person.
The failure to elect Directors or Of
ficers as herein provided for shall not
result in the dissolution Of the corpora
ton. but the then Board of Directors and
officers shall hold their respective offices
until their successors are duly elected and
qualified.
Special meetings Of the shareholders may
be held when ordered by the Board of
Directors and must be held upon the
of not less then twenty-five per
cent. of the outstanding stock after fifteen
days written notice to each stakeholder
stating the object or objects of said meet
ing. Any vacancy occurring on any
members of said Board for the
unexpired term at a meeting called for
that purpose after ten days prior written
notice, the director or directors SO elected
to hold office until the next annual stock
holders meeting, but should 1t be i'm
possible for any cause for any vacancy
Or vacancies in the Board Of Directors to
DR. vacancies may be filled by the stock
holders at any meeting called for that
purpose by the president. Any and all
Directors meetings. the notices for which
IRE nut neIelu SpeclIically PROVIDED LOT,
may be called by any officer of this cor
poration upon ten days notice by mail
Any Director shall have the right to
authorize and appoint any shareholder to
vote for him at any and all Directors
meetings, and such proxy shall have and
exercise all of the powers CO such Direc-
TOR appointing h::..
Whenever 1t is provided in this Act that
either Directors or stockholders meet |
ngs may be held after certain prescribed
notices to the directors or stockholders |
L is understood and agreed that any and
all directors and stockholders meetings
may be held without notice, whenever
awful, provided all directors or stock |
holders, as the case may be, waive notice |
N writing or are present in person or |
~ proxy at such meeting or meetings
The Board Of Directors shall have full |
control of the property of this corporation |
'ame as In their discretion they deem |
'est and that is consistent with the OBJ |
ects of the Company and its welfare. |
ND they shall have power to make, alter |
md annul such bylaws, rules and regu- |
atoms as they may think proper. They |
hall have the further right and power
o appoint such agent, clerks and en-
neir salaries, terms Of office and the
light to dismiss them at said Boards
'leasure, and said Board shall have the
urther right to determine and fix the
alarfes, IL any, Of the several Officers
erein provided for.
ARTICLE 6.-The first Board of n;rec-
ors and officers who shall serve until the
nnual meeting to be held on the twelfth
ay Of November, 1922 or until their
peeessors are duly elected and qualified,
hau be j. Ohio Elmer 20 Neron Place
In hn hal h. |