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

counting, 10 ACT dS ldA
~ engage in the general practice of pub
lie accounting and auditing. ana geDerhHy
to do and engage in any other o9sn'
undertaking or profession connected WIN
growing out of or incidental TO tne pur-
poses hereinaboye set forth.
ARTICLE Iv.-The capital stock ,S oa
said corporation is hereby fixed at the
sum of five thousand (S5,OOO.OOl dolhrs,
divided into and represented by my
shares of the par value or one hunuLI1II
dollars each, which stock shaii De p a,bb
for in cash at such times ana III SUN
amounts as may be determined upon oy
the Board of Directors, or may De lssueu
Mt not less than par for property pun,
chased by or for services actually rehu l,ncI
| TO the corporation. All shares OF STOCK
| shall be full paid and non assessaDIe.
| No transfer of stock shall be binding
upon said corporation unless mace upon
| the hooks of the corporation. ana all Ger
tificatcs of stock shall be signed by saGn
| offirers as may be designated by the
Board of Directors.
No stakeholder shall sell or IN an!
manner dispose of his srOck in sald cor
| noration without having frat oftereu
| the same to the corporation III Wrltihs
| through it's Board of Directors, ana tne
| said Board of Directors shall nave tht
| right and option to purchase the s'oCh
| so offered within thirty days. at the D0Ok
| yaIue thereof properly ascertained. the
| said corporation shall at once Decolne
| and be a going concern and Shall iniltu i
| ately commence business. Inc sal9 '"Pl-
| tai stock may be increased from ume 10
| limo 10 any amount nOc exceeding ten
| thousand dOllars-such increases 10 De
made as provided by Jaw.
| ARTICLE V.-An the corporate powers
| of said corporation shall be vested IN anu
| the management and control or IT'S a.
| fairs shall be exercised by Board OF III
| rnctors. composed of not less than three,
| nor more than five stockholders. hacll
| director shall own at least one snare OF
| stock and shall be elected annually, by
| the stockholders. by ballot. on the sec
ond Saturday of January. of each year
the first election to be held in l922
Written notice of each election, deliver
. ed personally or by mail. shan De given
! to each stakeholder. addressed TO MIN at
| shown on the books of the corporation
said notice to be given at least fifteen
days before such election, and an elec,
tions shall be held under such rules anu
| 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 snare
of stock owned by him. and that ma
| jority of such votes cast at each electloh
| shall elect the Board.
The directors thus elected shall con
tinue in office for one year, or untll thelr
| successors shall have been duly elected
and qualified. In case OF any taliure 20
hold an election as above provided, such
failure shall not forfeit IHlS tHdIltI' bu'
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 eiec'
from its number a president and wee
? president. and shall also elect a secretary
and n treasurer who may he members Of
the board or not. as the directors see III
{ and both of said offices may be held bN
I one and the same person, as secretary
Traa =
the Board Said Board shall likewis'
elect the additional member or member
3 in case they should determine TO 1ncreas
!, the number of the Board OF directors II
: | above provided.
y majority of the directors shall con
. stitute a quorum for the transaction o
a all business. and any vacancy occurring
O on said Board shall be filled by the Re
naming directors for the uneXpired term
The said Board, or such officer or man
n ager as II may designate, shall appOln
II such officers, managers, clerks ana othe
o employees of said corporation as may D
e necessary for its business and shall dis
s miss the same; and the tenure of offic
4, and employment of all officers, managers
e clerks and employees shall be during tn
d pleasure of said Board.
e The said Board shall have the right an
n power to buy, SELL improve, lease, borrol
II money, issue bonds and execute mort
Il cages and in general, to exercise all III
= powers of the corporation as well as !
Le carry out its objects and PURPOSES
y without reference to or authorization D
stockholders From time to time sal
Board may adopt rules, regulations. an
10 bylaws for the management and contrc
IS Of the business and affairs of said col
p poration. and. in its discretion. may an
N null. change and modify the same.
Dr. ARTICLE Who subscriber hereto G
a. stakeholder of the corporation shall eve
r be held liable or responsible for the cor
70 tracts, faults or debts of said corporation
&c nor shall any mere informality in n
organization have the effect of renderin
as this charter null. or of exposing any sui
b. scriber or stakeholder to any liability b
ir yond the unpaid balance. if any, due o
es the shares subscribed for or owned b
n. him.
al ARTICLE yII-This act of incorpor;
tie ton may be changed. modified, or alte
ar ed, or said corporation may be dissolve
ce with the assent of the holders OF tw'
#, thirds of the stock of the corpOratio
to whose owners are present and representt
le at a general meeting of the holders
ue stock, after at least thirty days write
notice of such meeting has been given
provided in Article V of this charter.
Any change proposed or made in refe
ence to the capital stock or objects al
purposes of this corporation shall
made in accordance with the laws of 4
TT State of Louisiana regulating or providii
rs, for such change.
lat Whenever the corporation may be di
IA solved, whether by limitation or othe
as wise, its affairs shall be liquidated
In three HquidatOrs, to be chosen by {
en- stockholders at a general meeting
stockholders. convened for such purpo'
of which meeting notice shall be Civ
as above provided, and majority
amount of the capital stock Of said &C
/. poration, represented at such meeti
shall be requisite to elect. In case of [
. death or disability of any of said liq
:. dators. the survivors or the remaining
M quidators, shall appoint successor to su
liquidator. Said liquidators are here
o. given full power, either by court or Il
of proceedings, or without such proceeding
CIV as they shall elect to collect all amour
his due the corporation, sell or otherwise d
oh pose of it's assets, pay its debts and
md bilities, and compromise and settle
ne disputed questions aud matters; and sh
lie have and exercise all other powers nee
md sary and usual to fully and finally set
Elm wind up and liquidate all the busin
rit and affairs of the corporation, and dist
pm butte its net assets or funds among
,er stockholders in accordance with their
ub- spective rights.
lat ARTICLE VIII The first Board
of Directors of this corporation shall cons
lch of: George p. Eberle, 1925 Fourth Sire
on New Orleans, La; Anthony j. Thorn
nd, 433 South Scott Street, New Orleans L
do Emile L. Morgenstern. Si1S Sycam
m Place, New Orleans. La. which s.
Dns board. with said George p. Eberle,
so President. said Anthony J. Thoman,
md Vice-President, and said Emile l.. Morg
Ind stern, as Secretary Treasurer, shall h