The herald., 1921-08-18
CHARTER.

be 4 PRESIDENT Il ' ice EeolutlNt AANdS-
urer and a Secretary who shall be mem
beers Of the Board of Directors, except the
Treasurer and Secretary, who need not De
members of the Board of Directors, and
these latter offices may be combined or
separate.
The following named persons shall con-
stitute the first Board Of Directors: II. I.
Davidson, 1923 State street New orleans.
La: James H. Dayids son, 1923 state street,
New Orleans, La; Edward \. Thomas, 1885
Fairfield avenue, Shreveport, La; ii. L.
Thomas, 2O35 Prytania street. New Orleans.
La; Charles W, Bartel, 32I state street
New Orleans, La. and the said ii. {. DaV-
idSon shall be President, the said James
H. Davidson Vice President and William
Heard shall be Secretary Treasurer.
No person shall be eligible as director
or as an officer who is not a stakeholder
Of this corporation. During the absence OF
the President the Vice-Presdent shall act
and preside. Said Board OF Directors and
officers shall continue in office until the
| second Wednesday of January 1922 and
until their successors are elected and quail
| fed. on which date. and thereafter an
nually, Board of Directors snail os
elected unless the same shall be holiday,
| when such election shall be held on such
| next legal day thereafter. Notice of such
| election shall be given by written or
| printed notice. fifteen (l5) days previous
| to said election, and sent by mail to the
| last known address of each stockholder,
| as shown by the books of the corporation,
and the Board of Directors shall appoint
one or more stockholders to preside ut such
election as commissioners. In the event OF
the failure Of any commissioner or COM
| miSsioners to attend, the President shall by
appointment I'LL the vacancy. fallure
from any cause whatever TO elect directors
on the day named for that purpose shall
| not dissolve the corporation, out the Ill
| rectOrS then in office, as wei as the Officers
| of the said corporation, shall hold over
until their successors are chosen and quail.
flied. In such event the President shall
cause another election to be held within
thirty 800 days and shall give notice
thereof as herein above provided. At every
| election and meeting each stakeholder SHAH
, bee entitled to one vote for each share OF
| stock registered in his name and may vote
by written proxy. The election OF directors
shall be by ballot and the majority In
| amount OF votes cast, each share OF stock
| voted upon to be counted for one C) vote.
shall elect the person or persons for whom
they have been cast. After each election
| the Board of Directors shall elect from
| their own numbers the officers OF the cor
| pOration. except the Offices Of Secretary
| and Treasurer.
| ARTICLE V-The Board OF Directors
| shall have full power TO MI vacancies In
| their number caused by death, resignation
| or otherwise, from among the stockholders
| of the corporation. The said Board OF Di-
| recctors shall have full control of the prop
| erty of this corporation, and shall so con-
duet, manage and use the same as IN their
| discretion they deem fit. and as is consis-
tent with the objects Of the company or
the welfare of the same. The said Board
L
frame and adopt such bylaws, rules and
| regulations as the Affairs and Business or
| the corporation may require and as they
may deem necessary for the management
thereof provided the same shall not con-
flict with this charter or with the laws OF
the United States or with this State. The
said Board of Directors shall elect or ap-
| point such other officers. agents, en-
| plOyees, servants and clerks as they may
| deem necessary for the conducting OF the
| business of the corporation, define their
powers, fix their compensation and terms OF
| service, with the right to dismiss them at
said boards pleasure; and said board shall
| have the right to fix and determine the
| salaries of the several officers herein pro4
| vided for and to define the powers SO dele
| gated to them.
| \ director OF this corporation shall nave
the right to vote by general written proxy
| on all questions of administration such as
!, | the manner Of conducting the business OF
the corporation, but in case the corporation
desires to exercise its corporate power
| through the Board OF Directors by selling
out its business in bulk. the directors can
only vote by proxy where the written
| proxies specifically define the object to be
} | voted upon and how the same shall be
| cast.
ARTICLE vI-This charter may be
9 | changed, modified or amended, or this cor.
| poration may be dissolved g. general
meeting Of the stockholders convened for
/ the purpose with the assent Of two-thirds
. Of the entire capital stock, whether present
| or represented at such meeting. uiI as pro-
4 | vided by Act 287 of 1914. Fifteen (15) days
| notice OF such meeting shall be given In
y one daily newspaper published In the city
O of New Orleans. In case OF dissolution or
v termination of this corporation, either by
. limitation of its charter or from any other
8 cause, the liquidation of its affairs shall be
. conducted by three commissioners selected
| from the stockholders, with like assent and
-, at a meeting called for that purpose. as
y | above set forth. Said commissioners shall
= | remain in office until the affairs OF said
> | corporation shall have been duly HQui-
dated. In case OF the death of one or more
; | Of said commissioners, then the survivor or
I survivors shall continue to act.
ARTICLE Vino stakeholder Of this
= corporation shall ever be liable or respon-
;. | sible for the contracts or faults of this
: | corporation in any further sum than the
e unpaid balance due this company on the
! | shares of stock subscribed for and owned
4 by him, nor shall any infOrmality In con-
/. | nection herewith have the effect OF render
r ing this charter null or exposing a stock
:. | holder to any liability beyond the unpaid
. balance, If any, on his stock.
t Thus done and passed, In my notariaI
% office, in the City Of New Orleans, State
10 Of Louisiana, on the day, month and year
O herein first above written, in the presence
o Of Anna Sentilles and Aurora Edgar. COM
y petent witnesses, OF lawful age, and resi-
r dents of this city, who hereinunto sub
Il scribe their names, together with the said
IS appearers. and me, notary, after due read
g ing of the whole; and the signers also de-
a clare that they have affixed opposite their
II names the respective number Of shares OF
Is capital stock subscribed for by them, and
e that they declare this to be their stock
n subscription list:
(Signed) II. c. Davidson, 1923 State St.,
IS New Orleans, La, 2195 shares: II. T.
d Thomas, z033 Prytania St., New Orleans,
, La, l share; c. w. Bartels, 327 State st..
e New Orleans, 1 share; w. A. Heard. 1900
/ State ST., New Orleans, / share; ]. II.
h Davidson, 1923 State St, New Orleans, ]
o share; f. A. Thomas, by J. ii. Davidson,
II Shreveport. La, 1886 Fairfield avenue. ]
l. | share.
10 Witnesses: Anna Sentilles, Aurora Edgar
RUDOLPH ]. wEINMANN,
ISL Notary Public.
I. the undersigned, Recorder OF Mort
is cages, in and for the Parish of Orleans.
"A | State Of Louisiana, do hereby certify that
n the above and foregoing Ace Of Incorpora.
Of ton, OF the Davidson Dental Supply Co..
Of Inc, was this day recorded in my Office.
X in Book 1858, folio 750. New Orleans, July
"A | 10, 1921.
Or ROBERT SCOTT, Dy. r.
p. A true copy.
70 RUDOLPH J. wEINMANN,
ID Notary Public.
a. July 2s-Sept. 1.
HaIt.nn