The herald., 1921-01-13
CHARTER.


bonds mortgages and hypothecations to
the extent necessary or proper TO Its ousl-
ness; to acquire the property, business ana
good will of any individuals, hrms or cor
porations engaged in any of the businesses
enumerated above; to acquire and hold,
sell, cucumber or dispose of stocks<and
bonds of other companies; to exchange It's
entire capital stock or any part Thereon
for property which it is authorized to ac-
quire or to exchange It's entire assets ana
business or any part thereof for property
stocks, bonds or other obligations or otheT
companies; to subscribe to the stock OF
other companic- to guarantee the obliga.
tionS of any corporation, the STOCK OF
which is entirely held by ii or for It's ac-
count; to enter into any arrangement WIN
any governments or authorities, general.
sovereign, municipal, local or otherwise
which may appear conducive TO the COM
pany's objects or any or them, ana 10
obtain from such governments or author
tiles any rights, privileges ana cOnces-
siOns which the corporation may think de
sirable to carry out and to exercise and
comply with any such rights, ,priyiit.
and concessions; to do any ana all SUI
acts and things as trading corporations
are or may be authorized to do under thu
laws of the State of Louisiana; to carry
on each, any or all of the foregoing Dusl-
nesses, objects and purposes i'll any part o.
the world, whether within or without IN
State of Louisiana provided that the com
pany shall not engage in any pubic serN-
ice business within the State of Louis
lanai.
ARTICLE IV-The capital stock of the
corporation is hereby fixed at ten mil
lion $4,000 100000 dollars, to be repre-
scented by one hundred thousand shares or
the par value of one hundred CSloO.CN'
dollars each to be paid for in cash or
property the equivalent thereof. The
amount of said stock may be increased TO
fifty million (SJO,OOO,OOO.OO) dollars, No
transfer of stock shall be binding upon
the corporation unless made and recorded
upon its books. No stakeholder shall
have a right to transfer or convey any
of his or her stock in the corporation I'M
less and until he or she shall have nrst
made a written offer to the other then
stockholders of the corporation, and to the
corporation itself, to sell his or her stock
to them at the book value thereof. Book
Value" as used herein is hereby defined
to mean the value at which the assets and
liabilities of the corporation have been in
good faith entered upon its books. Such
written offer shall be addressed to the
other then stockholders, and to the cor
| poration ITSELF collectively, and shall b"
| delivered to the office of the corporation
not less than ten days prior TO the ap-
| plicatiOn for transfer of the stock 4,
| corporation shall transmit this offer 10 the
respective then stockholders, and the stock
| of the stakeholder desiring TO sell shall
| be distributed prorata among such Of
| the other stockholders as desire TO pur-
| chase. in the proportions in which the
| holdings of the stockholders DESTROYS OF
purchasing bear to each other; and if the
total which such other stockholders de
sire to purchase is less than the total
| offered for sale, then. after each OF the
| other stockholders shall have taken and
paid for the amount of stock which he or
| she desires to buy and to which he q.
! she is entitled then the remainder I'M
taken shall be open for purchase by ~
! corporation itself; and unless prohib ed
| by law, the corporation may itself use and
| apply its surplus earnings or accumu-
lated profits to the purchase from any
| stakeholder desiring to sell OF anv por-
| ton of that stockholders stock which
none of the other stockholders may de-
sire to acquire, at the book value there
| of; provided, that the corporation shall
not apply any of its capital to the pur-
/ chase of such stock but shall always main
tain its capital unimpaired Should any
| of the stock offered for sale be not de-
| sired by the other stockholders. and should
| the corporation itself be unwilling or 'un-
| able to purchase any of the same out of Its
| surplus earnings, within ten days from the
receipt at the corporations Office of the
written offer to sell, then, and then only,
| shall the stockholders desiring to sell be
| entitled to transfer such undesired por-
tion of the stock to such person or per-
sons as he or she may see fit. The pro-
visions of this article shall be printed
upon each certificate of stock issued l.
| the corporation and shall be binding upon
| every person now, or hereafter, becOm-
| ing, a stakeholder in this corporation, all
| of whom take such stock subject to the
provisions hereof; and all pledges, hypO-
thecations or other membranes of said
stock, or dealings with regard thereto,
shall be subject to the provisions hereof.
| ARTICLE V.-All the powers of this
corporation shall be vested in and exer-
cised by a Board composed of not less
than four nor more than seven Directors.
The precise number of the Directors with
| in said limits shall be fixed from time
to time by the vote of the stockholders at
the annual meetings or at a special meet
ing called for that purpose. A MAORI
of the Board shall constitute quorum.
Said Board of Directors snail be elected
annually at a stockholders meeting to be
held annually ut the Office of the cOrpor-
alton on the second Monday in January
each year Tor the next legal day If that be
holiday, after notice given to each
stockhSder by mail at least fifteen days
before The date of the meeting, addressed
to the last designated address of the stock
holder, or If he has designated no address
to the General Delivery at New Orleans
Special meetings of the stockholders may
be called by the Board at any time and
notice thereof shall be given in the man
ner provided for annual meetings; pro
vided that in all cases all notices may b'
waived by unanimous consent. Each share
holder shall be entitled to one vote fol
each share of stock standing in his name
on the books of the corporation. said vote
to be cast in person or by proxy and {
majority of the votes cast shall elect
Failure to elect Directors on the day abov,
specified shall not dissolve the corpora
ton but the Directors then in Office shall
! remain in Office until their successors are
elected. The Board of Directors shall
lhave power to fill all vacancies which
vmay occur or in any manner arise or bt
created on the Board, even though ne
quorum remain at the time such vacancies
! are to be filed. The Board shall elect
from their number a President, Vice
President, Manager and a Treasurer, anC
they shall also elect a Secretary, who need
not be Director or stakeholder; pro
vided, that from time to time the Board
may dispense with any of such officer,
and or may combine and or separat,
any of them and, or may elect such Other
officers as they may think proper or con
venient for the carrying on of the com
pany's business and may provide that az
officer need not be a member of the Board
or stakeholder; and they shall fix tn,
salaries of the officers, agents and EN-
ployees. At any meeting of the Board Of
Directors, any director absent from thu
meeting may be represented by any othel
director who may cast the vote of tn,
absent director according to the writer
instructions, either general or special o.
said absent director. The Board of Di
rectors shall have authority to make anC
establish, as well as alter and amend, al
} bylaws, rules and regulations necessary
! and proper for the support and mango
r ment of the business and affairs of thi
: Corporation and not inconsistent with thi
D charter; and they shall have power t
authorize the borrowing of money and tn
issuance of notes and the execution O
pledges, and generally to do all thing
{ necessary or convenient for the prope
poration.
. Until n general meeting of the stockhold