The herald., 1921-07-28
CHARTER.

nav sell and transfer his stock 10 any an.
one and for any price ne seeS II rIocad
provisions of this article snail De pa I. of
in nrint on the face of the certlticates VI
- issued by this corporation 10 pe
hindinr upon each and every person. nv"
or hereafter becoming stockhoideI nei a."
All pledges, hypOthecalOhs OF o ,,.itb
cumbrances of said stock or GeaIihs lid
refarence thereto shall be subject 10 saiu
provision. .a stock of
The holders of the preferred s'och Vi
this CORPORATION shall be entltleu 70
ceiye from the surplus or net prollts .,' VI
the corporation such yearly ',nrs nav
dividends as the Board OF Directors my
da,rmine upon provided II shaH NOT pe
less than eight per cent (SIo). 40 ~
dcnd at all shall be paid to the noi ptidn
of the Common Stock Of TINS corpoI"'i np
until the preferred stock shall nave re-
c.iyed dividends equalling, in the aggrese
cate. the sum total of the par NaIue s oI
lid stock Thereafter the net proilts
shall be divided equally between the pr.
ferred and common stock IN ahlounts ~
paid at periods to be also deterIhlheu ny
the Board.
ARTICLE V.-All the powers OF TINS
CORPORATION shall be vested in Boaru oL
Directors to be made up Of not less tham an
three nor more than seven blrectoIs' an
of whom shall be shareholders III TINS COT
cornorgtion. The exact number OF IN
rectors within said limits shall De IlAeu
from time to time by vote OF the stoCh-
holders at the annual meetings or AT any
special meeting called Tor that PuLPo Ee :,
provided. that in the interval between
stockholders meetings the Board ma!
elect additional Directors within the Inn,
its mentioned. If the STOCKHOLDERS shaiI
not have elected them. majority OF
the Board shall make up a quorum. Ihe
Board shall be elected annually at "a
stockholders meeting, which shall be heln
each year at the office of the corporation
on the last Wednesday in June OF each
year Tor, if that be legal holiday, theh
the next legal day., after notice to each
stakeholder sent by mail at least f1fteen
Q5) days prior to the date fixed for the
meeting, addressed to his last Designated
post office address; and If he has deslg-
mated no such address. II shall De maiied
TO him in care of General Delivery at
New Orleans. Special meetings of stock
holders may be called by the Board AT
any time, provided the same KIND OF
notice shall precede the holding or such
meetings: at all times notices may De
waived by unanimous consent of all stock
holders Each stakeholder shall be en-
titled to one vote for each share or STOCK
standing in his name on the books or the
corporation, to be cast in person or by
proxy, and n majority of the votes cast
shall elect Failure to elect Directors on
the day fixed shall not dissolve the cor
pOratiOn but the Directors then in office
shall continue to serve until their success
power to fill all vacancies which may
occur in any manner. even though no
quorum remain at the time such Vacan-
cies are to be filled. The Board shall
elect from among their number a Presi-
dent Vice-President. and a Secretary
Treasurer. The Board may dispense
with ,any of said officers; may combine
or separate any of them, and II may elect
such other officers as they may think
proper or convenient for the carrying on
Of thA nxrfc hn Z
provide that such officers may mt be
members of the Board of Stockholders
and they shall fix all salaries of its Of
| ficers. agents and employees. At any
| meeting of the Board of Directors, any
be represented by any other Director who
may cast the vote of absent Director ac
cording to such instructions as he may
receive in writing from such absent Di-
rector. The Board of Directors shall have
authority to make and establish, and alter
and amend, all bylaws, rules and regu
| lations necessary and proper for the sup
! port and management of the business and
| affairs of this corporation; and they
shall have power to authorize the borrow
ing of money and to issue notes and the
execution of pledges and mortgages. and
generally to do all things necessary OF
convenient to properly carry on the bust
ness of the corporation.
Until a general meeting of the stock
holders for election of Directors shall be
or until their duly qualified successors
are elected and installed the Board OF
Directors of this corporation shall consist
of Ralph A. KeatOn, of ElDorado, Arkan-
| Street. New Orleans, La; and Harry W
BechteH. No. 100 Fern Street New Or
| leans. La. of whom Ralph A. Keaton shall
be President; Addison G. Darden shall
be Secretary Treasurer, and Harry W
Bechtell shall be Vice President. The
Board so named. or any succeeding Board
may select additional Directors, within
I the limit prescribed above. If such total
limit shall not have been filled by the
| stockholders.
ARTICLE vI-This act of incorpora.
| ton may be amended or changed, or the
corporation may be dissolved, by vote
| Of two-thirds of the entire capital stock
present or represented at a general meet
ing called for that purpose previous no.
| tice of such meeting having been giveI
| as hereinabove required for annual meet
| ings.
| ARTICLE Wifi this corporation shall
be dissolved, whether by limitation or fol-
any other cause, its affairs shall be Ii
quidated by three commissioners appoint
ed at a meeting of stockholders convened
for the purpose of liquidation and elect
ed by the vote of all the stockholders
| voting. Said Iquidators shall stay IL
office until the affairs of the corporation
shall have been settled and liquidated, anC
| lhts suuil nave power anu authority
! to transfer and give title to all the DROP
erty and assets of the corporation anC
to distribute the proceeds. In case o
death resignation or otherwise of Ii
| quidator. the vacancy shall be filled b.
the survivor or survivors.
| ARTICLE VIII.-No stakeholder shall
| be held liable or responsible for tn
contracts or faults of said corporation il
any further sum than the unpaid balanc
due by him on the shares of stock owne,
by him; and no mere informality in orga
nization shall have the effect of renderin,
this charter null or of exposing any stock
holder to any liability beyond the unpai,
part due by him on his stock
That this charter may serve as the orr
ginal subscription list the subscriber
hereto have indicated opposite their respec
tive names, the number of shares of stoc
subscribed for by each.
THUS DONE AND PASSED, in the Cit
of New Orleans, the day, month and yea
first above written, in the presence o
Russell Pool and Ethel Heatherly, com
petent witnesses, residing in this City
who have hereunto signed their name
with appearers and me, Notary, after du
reading OF the whole
, (ORIGINAL SIGNED). A. G. Darder
45 shares preferred stock. r. A. Keator
30 shares preferred stock. H. W.. Bech
tell, shares preferred stock Henri
Schaffnit, shares preferred stock. w.
, Packard, 3 shares preferred stock. G. Flu
ton, by A. G. Darden, shares preferre
stock. G. c. Darden, by A. G. Darder
D shares preferred stock. l.. f. Gounel
one share preferred stock w. +. Darder
by A. G. Darden, 5 1-2 shares preferre
stock Robt. Darden, by A. G. Darder
21-2 shares preferred stock. A. II. Darder
by A. G. Darden sharaS prafarro5 .&ooI