The herald., 1921-04-28
CHARTER.

upon books CT account; to make financial
Investigations; TO devise systems of ac-
counting; to act as tax cOunsellerS, ana
TO engage in the general practice OF pub
lie accounting and auditing. and generally
to do and engage in any other business.
undertaking or profession connected with,
growing out of or incidental to the pur-
poses hereinabOve set forth.
ARTICLE Iv.-The capital stock of
said corporation is hereby fixed at the
sum of five thousand t$5,OOC.OOl dollars,
divided into and represented by fltty
shares of the par value of one hundred
dollars each, which stock shall be paid
for in casa at such times and in such
amounts as may be determined upon by
the Board OF Directors, or may be issued
at not less than par for property pur-
chased by or for services actually rendered
to the corporation. All shares of stock
shall be full paid and non assessable.
No transfer of stock shall be binding
upon said corporation unless made upon
the books of the corporation. and all GER
tificatrs of stock shall be signed by such
officers as may be designated by the
Board of directors.
No stakeholder shall sell or in any
manner dispose of his sock in said cor
pOration, without having frat offered
the same to the corporation in writing
through its Board of Directors, and the
said Board of Directors shall have the
right and option to purchase the stock
so offered within thirty days, at the book
value thereof properly aSCertained. The
said corporation shall at once become
and be a going concern and shall immedt-
ately commence business. The said CAPT
tai stock may be increased from time to
time to any amount noe exceeding ten
thousand dollars-such increases to be
made as provided by raw.
ARTICLE Van the corporate powers
of said corporation shall be vested in, and
the management and control of its af-
IA no pNprpiSpd n board
rectoTs, composed of not less than three,
nor more than five stockholders. Each
director shall own at least one share of
stock and shall be elected annually, by
ond Saturday of January. of each year
the first election to be held in 1922
Written notice of each election, deliver
ed personally or by mail, shall be given
to each stakeholder. addressed to him at
his last known place of residence as
shown on the books of the corporation,
said notice to be given at least fifteen
days before such election, and all cleo
tiOns shall be held under such rules and
regulations as may be fixed by the Board
of Directors; provided that each stock
holder shall be entitled in person or by
written proxy, to one vote for every share
of stock owned by him. and that ma
jority of such votes cast at each election
shall elect the Board. ., >,
The directors thus elected shall con
successors shall have been duly elected
and qualified. In case of any failure to
hold an election as above provided, such
failure shall not forfeit this charter, but
an election shall be held as soon as may
be practicable after notice as above pro-
yided.
Each Board of Directors, at its first
meeting after each election, shall elect
from its number a president and a vice
president and shall also elect a secretary
and frnn N hn ha mn nj
the board or not, as the directors see fit:
aud both of said offices may be held by
one and the same person, as Secretary
and Treasurer, as may be determined by
the Board. Said Board shall likewise
elect the additional member or members
in case they should determine TO increase
the number of the Board of Directors as
above provided.
A majority of the directors shall con-
stitute quorum for the transaction of
all business, and any vacancy occurring
on said Board shall be filled by the
naming directors for the uneXpired term.
The said Board or sucn officer or man.
ager as 1t may designate, shall appoint
such officers, managers, clerks and other
employees of said corporation may be
necessary for its business and shall dis
miss the same: and the tenure of office
and employment of all officers managers
clerks and employees shall be during the
pleasure of said Board.
The said Board shall have the right and
power to buy, sell. improve, lease. borrow
money, issue bonds and execute mort
cages. and, in general, to exercise all the
powers of the corporation. as well as to
carry out its objects and purpOses-all
without reference to or authorization by
stockholders. From time to time said
Board may adopt rules, regulations, and
bylaws for the management and control
of the business and affairs of said cor
poration. and. in it's discretion, may an
null, change and modify the same.
ARTICLE VINO subscriber hereto or
stakeholder of the corporation shall ever
be held liable or responsible for the con-
tracts, faults or debts of said corporation;
nor shall any mere infOrmality in the
organization have the effect of rendering
this charter NULL or of exposing any sub
scriber or stakeholder to any liability be-
yond the unpaid balance, if any, due on
the shares subscribed for or owned by
him.
ARTICLE VII.-This act of incorpora-
ton may be changed, modified, or alter
ed, or said corporation may be dissolved
with the assent of the holders of two
thirds of the stock of the corporation
whose owners are present and represented
at a general meeting of the holders of
stock, after at least thirty days written
notice of such meeting has been given as
provided in Article V of this charter.
Any change proposed or made in refer
ence to the capital stock or objects and
purposes of this corporation shall be
made in accordance with the laws of the
State OF Louisiana regulating or providing
for such change.
Whenever the corporation may be dis
solved, whether by limitation or other
wise, its affairs shall be liquidated by
three liquidators, to be chosen by the
stockholders at general meeting of
stockholders, convened for such purpose,
of which meeting notice shall be given
as above provided, and a majority in
sNA1 CD nlr NJ aAfd
pOration, represented at such meeting
shall be requisite to elect. In case of the
death or disability of any of said liqui-
dators, the survivors or the remaining Ii
quidators. shall appoint successor to such
liquidatOr. Said liquidators are hereby
given full power. either by court or law