The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-15
CHARTER.

divided into ana Represented ny Vhc
hundred and fifty shares of the par value
of One Hundred ($1O0.0O) Dollars each al
of which shall be Common Stock. Inc
amount of capital stock may De lnc1ease seq
to Twenty-Five Thousand (S25,Oo0OOl
Dollars by a vote of twothirds OF all
outstanding stock and according to the
laws of the State of Louisiana. All STOCK
shall be issued for cash or its equivaient
or may be issued at not less than par lor
payment for property actually purchased or
for services actually rendered the corpora
ton, or the same may be issued fniiy
paid for money advanced or for such ether
valuable consideration or services as the
Board of doctors may determine. The
corporation shall begin to do business
when fifty per cent of the capital 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 and upon such
terms and conditions as the Board or
Directors shall determine, subject to legal
requirements. All stock snail pc IutV
paid and worcestershire and no transfer
Of stock shall be binding upon the Com
pany unless recorded upon the Company s
books.
No shareholder of the Company shall at
any time offer for sale or sell his stock
either privately or in the open market
without having previously offered said
stock at its book value to the other stock
holders of this Company by means or
written communication addressed to the
ranking officer of the Company present
In the City of New Orleans at the time.
Such ranking officer, upon receipt or
such communication, shall within hve
days of the date of such offer mail a
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 OF
any stakeholder to reply within ten days
of the date of said communication, shall
he considered as a refusal on his part
to purchase any of the stock SO offered.
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 or
by proxy at all stockholders meetings
The parties hereto declare that they have
subscribed for the number of shares OF
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 the corporate stock;
has transferred. conveyed and delivered
to the corporation in full payment and
liquidation of sixty-fou shares of his sub
scription. certain of his interest In his ex-
listing business at 3o5 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 ap-
praised by the Directors Of this corpora
ton.
ARTICLE 5.-The business and affairs
of this corporation shall be managed and
conducted by a Board of three directors,
who shall all be stockholders. The
majority of the directors of this cor
poration present at airy meeting in per
son or by proxy shall constitute a quorum,
and a majority vote of those present in
person or by prUx, mali A.>1de all
questions voted upon. Said directors shall
be elected annually from among the
Der of each year, unless the same shall
he a legal holiday, when the election shall
be held on the next legal day thereafter,
beginning te5d on the se, Twelfth OF November 1t
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
ficers Of this corporation, who shall be
president, a 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 fye per
cent. of the outstanding stock after fifteen
days written notice to each stockholder
stating the object or objects of said meet
ing. Any vacancy occurring on any
Board of Directors shall be filled by the
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
to hold office until the next annual stock
holders meeting, but should 1t be i'm
or vacancies ia 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.
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 biz.
Whenever 1t is provided in this Act that
either Directors or stockholders meet
lngs may be held after ceytain prescribed
it 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
oy 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
same as in their discretion they deem
pest and that is consistent with the OBJ
Jects of the Company and its welfare.
ana they shall have power to make, alter
ana annul such bylaws, rules and regu-
lati0ns as they may think proper. They
snail have the fufther right and power
10 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 Boards
pleasure, and said Board shall have the
further right to determine and fix the
salaries, If any, of the several Officers
herein provided for
ARTICLE 6.-The first Board of D.rec-
tors ana 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,
SHAH be j. Ohio Elmer, 20 Neron Place
New Orleans, La, who shall be PRESIDENT:
Federico 8. Aguilar, 1888 Nashville Ave,
VINO snail be treasurer: Herbert T. Schul.