The herald. [volume] (New Orleans, La.) 1905-1953, 1921-05-26
CHARTER

| books of the corporation, an affidavit as 10
! the amount truly paid for the stock and
! facts showing the entire bona hdes of the
| transaction.
| The shares of stock of this corporation
shall be transferable only upon the books
| OF the corporation, and no transfer OF any
stock shall be binding or have any Ell
effect, upon the corporation, unless, and
until, made upon its books and prior
i lien on all shares of stock shall be re-
! tanned by this corporation on the stock
| of any shareholder for any Indebtedness,
secured or unsecured, however evidenced
| or created, due at any time to the cor
pOratiOn by the holder of the stock, and
| no transfer of stock shall be made in con
| tra'entiOn of these conditions.
ARTICLE V.-The corporate powers of
this corporation shall be vested in and
exercised by, a Board of Directors, con-
sisting of three stockholders, and two
members of the Board shall constitute a
quorum for the transaction of business.
The first Board of Directors shall be
composed of William Sterling Flynt,
Eunice Louise Flynt and Walter Freeman
Riggs, whose postotice address is New Or
leans, Louisiana. William Sterling Flynt
shall be the President of the corpora
ton; Eunice Louise Elynt the Vice-Presi-
dent, and Walter Freeman Riggs the Sec
rotary and Treasurer, all of whom shall
serve until the first annual election of of
Ulcers, as hereinafter set FORTH or until
their successors are elected and qualified.
The hrst annual meeting for the cleo
shall be President, Vice President, and
Secretary and Treasurer, which last Office
shall be combined in one person, shall be
held on the second Tuesday Of April
1872, and on the second Tuesday of April
or each year thereafter, unless such day
should be holiday, or half Holiday when
the meeting shall be held on the next
succeeding day, not a holiday or half
holiday. All such elections shall be by
ballot, and held under the supervision of
Two commissioners, TO be appointed by
the Board Of Directors. For all elections
of Directors by the stockholders, at least
hfteen days notice shall be given to each
stockholder by written notice served per
sonally on the stakeholder or mailed to
as shown by the books of the corpora
ton. Each stakeholder, of record as
such on the books of the corporation, shall
De entitled to cast one vote for each
share of stock held by him in all cases
in which stockholders may vote and such |
vote may be cast in person or by proxy
IN writing, which shall be filed with the |
Secretary. |
Board OF Directors shall elect from their |
number the officers of the corporation. A
failure, however, to hold an election of |
any character, called for by this charter. |
the existence of the corporation, but the /
persons in office shall so remain until |
an election Is held and successors in of |
nee qualified. The Board of Directors
snail nave authority at any time to APP |
point an Assistant-Secretary. or Assistant |
treasurer. or both, who shall be clothed
With such functions as the Board of Di- 1
rectors may determine. Such Assistant
Secretary or Assistant Treasurer shall
not. however. be a member of the Board
Df Directors. and need not be a stock
holder of the corporation
All vacancies occurring on the Board of
directors between elections shall be filled
oy the remaining Directors for the I'M
Expired term of said Board; and any Di-
,ector shall be entitled TO appoint by
written proxy, to be filled with the Score
AIRY, another Director or stakeholder to
Jet for him as Director, when such Direc-
or cannot himself act.
All employees of the corporation shall
iold their positions subject to the Board
Il Directors.
The Board of Directors shall be entitled
o draft bylaws, rules, and regulations
or the corporation and the transfer of
took, not inconsistent with the provisions
Z this charter or any provisions of law
provided the stockholders may them |
elves amend. modify, or change any by
avs regulating the stockholders meet
Any Director may at any time be re-
loyed by vote of the stockh elders, and
nch removal shall ipso facto vacate the
NICE such Director may have held and
e '1n any emoluments of the Office.
pom such removal, the Board of Direc-
ors shall be entitled to fill the vacancy,
Mess the stockholders should themselves i
lect to do so at the time of making a re- !
lOval.
ARTICLE vI.-wheneyer this cornors- !
lon shall be dissolved, whether by ex-
ration Of its charter, or otherwise. two I
commissioners shall be elected !
J; ~ the shareholders to wind up. the af !
mrs OF the corporation. In the event !
| the death Of one Of these liquidating
or of the inability Of one 4
act, the other shall continue in Office G
lone, unless the stockholders shall see m {
successor 10 nj Of tbr 1 u
capacitated, or deceased. liquidator. The
eeting to elect such successor shall be a
llled In the same way provided for the c
ceilings for the election of Directors of a
lie Corporation.
mus done and passed, at my Office in
Ie City of New Orleans, State of Louis n
ma, on the day. month and year first n
ISsrt Mnrnhv In ma the presence Of Louis
ales, over fourteen years Of age, resid- n
q in this Parish, competent persons, a
no hereunto sign their names with the \
,pearers and me, Notary, after due read
& Of the whole. s.
t0RIGINAL SIGNED): a
William Sterling Flynt, 2sO5 Carondelet s
rect, 20 shares; Walter Freeman Riggs, a
'16. Baronne Street, 40 shares; Eunice a
ouise Flynt. 2S05 Carondelet Street, Is D
lares; Mabel Eleanor Riggs, 49i6 Ba. I,
'nne st. 1 share. s
Witnesses: Louis Albert Murphy. e. f. s
aissier. p
WIN, J. FORMENTO, c.
F, Notary Public. n
the undersigned. Recorder of Mort h
ges In and for the Parish of Orleans, II
ate OF Louisiana, do hereby certify that fl
e above and foregoing Act of Incorpora- II
On OF the Flynt Varnish Works, Inc, r.
rs this day duly recorded in my Office, h
tn, 1921. cf
(SIGNED) ROBT. SCOTT. CO
by. Rec.
WIN. J. FORMENTO, ia
Notary Public. l.
April 21-May 26. a.
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