The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-08
CHARTER.

Of One Hundred islOO OO Dollars each. all
Of which shall be Common STOCK. Ihe
amount of capital stock may be incr ea seq
to Twenty-Five Thousand ($23'ooo.oV,
Dollars by a vote of two-thtrds or all
outstanding stock and according to the
laws of the State Of Louisiana. All STOCK
shall be issued for cash or It's equNaieent
or may be issued at not less than par Tor
payment for property actually purchased OF
for services actually rendered the corPoTa-
ton, or the same may be issued iuly
paid for money advanced or for such other
valuable consideration or services as nne
Board of doctors may determine. Inc
corporation shall begin TO DO business
when fifty per cent of the capltai STOCK
has been subscribed for and fifty per
cent of this subscribed capital paid ana
the remainder of the capital stock shall
be issued at such times ana upon such
terms and conditions as the board Oh
Directors shall determine, subject to legal
requirements. All stock shall be 1uily
paid and non assessable 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 sell his stock
either privately or in the open market
without having previously Ohered said
stock at it's book value to the other stock
holders of this Company by means OF
written communication addressed TO the
ranking officer of the Company present
in the City Of New Orleans at the time
such communication. shall within five
DAYS of the date of such offer mail
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, shaIi
he considered as refusal on MS part
to purchase any of the stock so onered.
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 OF
The parties hereto declare that they have
subscribed for the number OF shares or
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 tne 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 300 Queen " 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 agssIta and
who shall ali he stockholders The
majority of the directors of this cor
poration present at ary meeting in per
and a majority vote OF those present in
person or by proxy mail des1de all
questions voted upon. Said directors shall
be elected annually from among the
Der of each year. unless the same shall
be a legal holiday, when the election shall
he 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
and each stakeholder shall be entitled to
cast 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.
A majority of the entire stock issued and
outstanding 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
president, 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
request 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
remaining 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
holders meeting, but should it be i'm
possible for any cause for any vacancy
or vacancies in the Board Of Directors to
be filled by the Directors, such vacancy
or 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
are not herein specifically provided for,
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 CT such Direc-
tor appointing h..
Whenever 1t is provided in this Act that
either Directors or stockholders meet
ings may be held after certain prescribed
notices to the directors or stockholders,
II Is understood and agreed that any and
all directors and stockholders meetings
may be held without notice, whenever
lawful, provided all directors or stock
holders, as the case may be, waive notice
in writing or are present in person or
by proxy at such meeting or meetings.
The Board Of Directors shall have full
control Of the property Of this corporation
and shall conduct, manage and use the
best and that is consistent with the OBJ
jects of the Company and its welfare.
and they shall have power to make, alter
and annul such bylaws, rules and regu-
lations as they may think proper. They
shall have the further right and power
to appoint such agent, clerks and en-
ployees as they deem best and to fix
their salaries, terms of office and the
right to dismiss them at said Board 8
pleasure, and said Board shall have the
further right to determine and fix the
salaries, II any, of the several officers
herein provided for.
ARTICLE 6.-The first Board of D;rec-
tors and officers who shall serve until the
annual meeting to be held on the twelfth
day Of November. 1922, or until their
successors are duly elected and qualified,
shall be j. Ohio Elmer, 20 Neron Place.
New Orleans, La, who shall be president :
Federico s. Aguilar, 1888 Nashville Ave,
who shall be treasurer; Herbert J. Schulz