The herald., 1921-04-14
CHARTER.

upon DOCKS CT account. 10 MAKE IlhdHIidi
Investigations; to devise systems or ac,
counting; to act as tax cOunsellers, ana
to engage in the general practice OF pup
lie accounting and auditing, and generally
to do and engage in any other business
undertaking or profession connected wlth'
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 tS5.OOOol dollars
divided into and represented by tl1ty
shares of the par value of one hundred
dollars each. which stock shall be pald
for in cash 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 or STOCK
shall be full paid and non-assessaole.
No transfer of stock shall be blndlhS
upon said corporation unless made upon
the books of the corporation. and all Ger
tificates of stock shall he signed by Such
Officers as may be designated by the
Board of Directors.
No stakeholder shall sell or in any
manner dispose of his STOCK in said cor,
pOratiOn. without having frat 0ffrreu
the same to the corporation in writing
through its Board of Directors, anu the
said Board of Directors shall have W
right and option to purchase the stock
50 offered within thirty days, at the DOok
value thereof properly aScertained. The
| said corporation shall at once become
| and be a going concern and shall immedi-
| ately commence business. The said capl-
| tai stock may he increased from time 10
| time to any amount no; exceeding ten
| thousand dOllars-such increases 10 be
made as provided by faw.
| ARTICLE y.-An the corporate powers
| of said corporation shall be vested in ana
| the mana cement and control of its al
! fairs shall he exercised by a Board OF III
| rectOrS. composed of not less than three
| nor more than five stockholders. Each
| director shall own at least one snare oil
| stock and shall Ice elected annually, by
the stockholders. by ballot, on the sec
| 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 gwen
| 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 mt least fifteen
days before such election, and all cleo,
tions shall he held under such rules and
regulations as may he fixed by the Board
of Directors: provided that each stock
holder shall he entitled. in person or by
written proxy, to one vote for every snare
of stock owned by him. and that a ma
jority of such votes cast ut each election
shall elect the Board.
The directors thus elected shall con
| tinue in office for one year, or until thell
successors shall have been duly elected
and qualified. In case of any 1aliure |,
hold an election rs above provided, Sucl
failure shall not forfeit this charter. but
an election shall he held as soon as may
be practicable after notice as above pro
vided.
Each Board of Directors. at its frs
meeting after each election, shall elec
from its number a president and a vice
president, and shall also elect Secretar!
| and treasurer, who may be members o
the board or not. as the directors see tit
? | ha halH
one and the same person, as Secretar!
and Treasurer. as may be determined b!
the Board. Said Board shall lkewiS
elect the additional member or member
in case they should determine to lncreaS
the number of the Board of Directors a
above provided.
4 majority of the directors shall con
; stitute quorum for the transaction o
, all business. and any vacancy OCCURRING
, on said Board shall be filled by the r.
naming directors for the uneNpired term
The said Board. or sucn officer or man
ager as II may designate. shall appoln
r such Officers. managers. clerks and othe
p | EMPLOYEES of said corporation as may u
2 necessary for its business and shall dis
$ miss the same: and the tenure of offic
!, and employment of all officers. manager
e clerks and employees shall be during tn
4 pleasure of said Board.
e The said Board shall have the right an
, power to buy. sell. improve, lease, borro'
u | money. issue bonds and execute NOR
r cages and, in general. to exercise all III
y | powers of the corporation. as We'll as
@ carry out its objects and purposes
Y without reference to or authorization b
: | stockholders. From time to time sal
Board may adopt rules, regulations, an
q laws for che management and contr'
:, | of the business and affairs of said col
: poration. and. iq it's discretion. may al
n null change and modify the same.
II ARTICLE Vino subscriber hereto {
L stakeholder of the corporation shall eve
r be held liable or responsible for the col
o tracts. faults or debts of said corporation
e nor shall any mere informality IN q
organization have the effect of renderlT
IS this charter null, or of exposing any SUI
y scriber or stakeholder to any liability b
ir yond the unpaid balance. if any, due {
Is the shares subscribed for or owned [
A. him.
10 ton may be changed, modified, or alte
,r ed or said corporation may be dissolve
20 with the assent of the holders or NV
r. thirds of the stock of the cOrporato
IN whose owners are present and repreSent'
Q at a general meeting of the holders
10 stock, after at least thirty days Write
notice of such meeting has been given
provided in Article of this charter.
Any change proposed or made in refe
ence to the capital stock or objects al
purposes of this corporation shall
made I'm accordance with the laws or I
T. State of Louisiana regulating or provldll
s. for such change.
at Whenever the corporation may be al
a solved, whether by limitation or otht
as wise. its affairs shall be liquidated
in three liQuidators, to be chosen by I
eli stockholders at a general meeting
stockholders convened for such purpo
of which meeting notice snail De CIV
as above provided, and majority
amount of the capital stock or SAID C
poratiOn, represented at such meett
shall be requisite to elect. In case OF
. death or disability of any or said nq
dators the survivors or the remaining
NJ duidatOrs, shall appoint successor 10 su
liduidatOr. Said liquidatOrs are mere
given full power, either by court or 1
f proceedings, or without such proceeulh
49,, as they shall elect, to collect all amour
~ due the corporation, sell or otherwlse :
~ pose of its assets, pay its DEBTS anu
~; biIities, and compromise and settle
Nv disputed questions and matters; ana 81
a. have and exercise all other powers nee
~ sary and usual TO fully and finally set
i nu wind up and liquidate all the busin
~ and affairs of the corporation, and DIS
~ butte its net assets or funds among
81, stockholders in accordance with their
III spective rights.
,at. ARTICLE VIII The first Board
of Directors of this corporation snail con
lch of: George P. Eberle, 1125 Fourth Str
on New Orleans. La; Anthony j; Ihon
nd, 433 South Scott Street, New orleans,
do | Emile l.. Morgenstern. S4lS SycaH
m place. New Orleans, La; when
pns hoard. with said George 2. Eberle'
so resident. said Anthony j.: Ihoman,