The herald., 1921-04-28
CHARTER.

and Union Streets. upon which is present.
ly being erected the steel aud stone struc-
ture known or to be known as the Hi
hernia Bank Building and To be occupied
in part by Hfbernia Bank X Trust Com
pany, of New Orleans. Louisiana, and To
assume the obligations of said building
contract and all other contracts pertain
ing to said construction work: and. in
connection Herewith. 10 acquire. con
struct. own, maintain and operate safety
deposit vaults and vaults for the storage
of valuablcs and other property; to lease
out and operate said buildinC in whole or
in part as an office building. and;
TO do and perform any and all such
things and to exercise and enjoy any or
all rights or powers as may be pertinent
or germauc to the objects and purposes
hcrcinbeforc specifically provided for.
ARTICLE IV.-The Capital stock Of
this corporation is hereby fixed at Three
Million $4,000 OUO.OOl Dollars. divided III
t37OOOD shares Of the par value of one
hundred (SlOU dollars each.
said stock shall he paid for in cash at
such time. in such amounts and after
such notice to the subscribers rs may 10"
fixed by the Board Of Directors, or the
same may be issued a. not less than
par for labor done or property actually
received 10y the corporation.
This corporation shall become going
concern and b" authorized to do business
as soon as the tull amount OF It's authorized
capital shall have been subscribed and
paid for. The amount to which the Capt.
tai Stock of this cor: Grafton may he in
creased shall be the sum Of Five Million
$4,000 10000 Dollars. which said in
creased capital may be of one or more
kinds or classes of stock.
ARTICLE v.-Al the corporate powers
of this corporation shall be vested in and
exercised by Board of Directors to be
composed of seven "a stockholders to be
elected annually n general meeting
of stockholders TO be held on the second
Tuesday in March of raCn year. \ ma
jOrity of directors shall at all times con
Stitute a quorum for the transaction of
business.
All such elections shall be held by bal
10. and conducted at the office of this
corporation under the supervision of three
commissioners. TO be appointed by the
Board of Directors.
Notice OF such meeting and of all other
stockholders meetings shall he given in
the manner prescribed by law. and when
not SO prescribed, then written notice of
such meeting shall be deposited at least
fifteen 05) days prior to the date of said
meeting in the Post Office in the City
of New Orleans, postage prepaid. address
ed to each stakeholder at his last known
residence or place of business.
At all such elections and at all cor
pOrate meetings, every stakeholder shall
he entitled TO one vote TOT each share of
stock standing in his name on the books
of the corporation. to he cast by him in
person or by his written proxy. and a
majOrity of such votes cast shall elect.
Any vacancy occurring among the direc-
tors by death, resignation or otherwise.
shall be filled by election for the uneN-
pired term by the remaining directors.
4 failure to elect directors on the day
above specified shall not dissolve the cor
pOration, nor impair its corporate exist
ence and management, but the directors
then in office shall remain in office until
their successors shall have been duly
elected and qualified.
The Board of Directors shall at their
first meeting elect from their own num-
her President and Vice President.
They shall also elect a Secretary and a
Treasurer or one person to act as both
Secretary and Treasurer. either of whom
may or may not be members of the Board.
The Board of Directors may from time
to time name and appoint all such other
officers, agents or employees as may be
deemed necessary for the purposes and
business of this corporation. The said
Board shall have the power to fix the
compensation and define the duties of
every officer and employee. and all Off
GERS and employees shall hold office and
employment at the pleasure of the Board.
The Board may make and establish. aS
well as alter and amend any and all by
laws. rules and regulations necessary
and proper in its judgment for the con
duct support and management of the
business and affairs of this corporation.
The Board of Directors shall have full
power and authority TO borrow money, to
execute mortgages and to create liens;
to issue bonds, notes and other Obliga-
tions. and to secure same by mortgage,
pledge or otherwise: and generally. to do
any and all things reasonable. convent
ent and necessary for the proper carry
ing on of the business and affairs of this
corporation.
At all meetings of the Board of Direc,
tors each director shall have the right to
appoint from amongst/the directors
proxy to act in his place and stead. The
Board may issue full paid shares of stock
for cash or in payment for labor done
or property actually received by said cor
pOration.
The Board may in its discretion create
one or more committees to be composed
of its own members, to which committees
the Board of Directors may grant any or
all of its powers n be exercised during
the interim between meetings of the
Board itself.
ARTICLE vI-This act OF Incorporation
may be modified. changed, altered or
amended, or this corporation may be dis
solved or the capital stock may be in
creased or decreased in accordance with
law, at a meeting of stockholders called
for the purpose after written notice shall
have been given to each stakeholder. de-
livered to him personally or mailed to
him at the Post Office ADDRESS designated
by him in writing, at least. fifteen 05)
days prior to the day of the meeting, I'M
less other notice he prescribed by law.
in which event notice shall be given in
conformity to law.
ARTICLE VII.-Whenever this corpora
ton may be dissolved. either by limita-
ton or from any other cause. it's affairs
shall be liquidated by three commissioners
to he appointed from amongst the stock
holders at a general meeting of the stock
holders convened for such purpose. of
manner and time provided for stOckhold
ers' meetings by Article V of this charter,
and majority of the capital stock of
this corporation present and represented
at such meeting shall be requisite to
elect. The said commissioners shall re-
main in office until the affairs of this
corporation shall have been fully liqui-
dated. In case of the death or resigna-
ton of one or more of said commission
ers. the vacancy or vacancies shall he
filled by the survivor or survivors. In
the event of any disagreement among said
commissioners, the action of the ma
jOrity shall control and prevail. Said
commissioners shall hold all powers con-
ferred upon them by law or by the stock
holders at such meeting, If not inconsis-
tent with law.
ARTICLE vIII.-No stockhqaler shall
ever be held liable or responsible for the
contracts, faults or defaults of said cor
porati1n in any further sum than the I'M
paid balance due the corporation on
shares of stock owned by him, nor shall
any mere informality I'm organization
have tho effect of rendering this chartpr