The herald., 1921-05-19
CHARTER

books of the corporation, an affidavit as TO
the amount truly paid for the stock ana
facts showing the entire bona NOES OF the
transaction.
The shares of stock of this corporation
shall be transferable only upon the books
of the corporation, and no transfer of any
stock shall be binding or have any Ell
effect, upon the corporation, unless, ana
until, made upon its books; and prior
lien on all shares of stock shall be re
tanned by this corporation On the STOCK
of any shareholder for any Indebtedness;
secured or unsecured, however, evidenced
pOratiOn by the holder of the stock, and
no transfer of stock shall be made in con
traventiOn of these conditions.
ARTICLE y.-The corporate powers of
this corporation shall be vested in and
exercised by, Il Board of Directors, con
| sisting of three stockholders, and two
members of the Board shall constitute Il
quorum for the transaction of business.
The first Board of Directors shall be
composed of William Sterling Flynt'
Eunice Louise Flynt and Walter Freeman
Riggs, whose pOstOfice address is New Or
| leans, Louisiana, William Sterling Flynt
| shall be the President of the corpora
ton; Eunice Louise FIynt the Vice-Presi-
dent, and Walter Freeman Riggs the Sec
rotary and Treasurer, all of whom shall
serve until the first annual election OF OF,
| ficers, as hereinafter set forth, or until
| their successors are elected and qualified.
The first annual meeting for the cleo
| ton of officers of the corporation, who
shall be a President, cePresident, and
Secretary and Treasurer, which last office
| shall be combined in one person, shall be
/ held ON the second Tuesday of, April,
| 1922, and on the second Tuesday of April,
of each year thereafter, unless such day
| the meeting shall be held on the next
succeeding day, not a holiday or half
| holiday. All such elections shall be by
ballot, and held under the supervision of
| fNCn nm SSi n ha
| the Board of Directors. For all elections
| of Directors by the stockholders, at least
| fifteen days notice shall be given to each
stakeholder by written notice served per
| sOnally on the stakeholder or mailed TO
him at his last known place of residence,
as shown by the books of the corpora
] ton. Each stakeholder, of record as
=, such on the books of the corporation, shall
/ be entitled to cast one vote for each
| share of stock held by him in all cases
! in which stockholders may vote, and such
in writing, which shall be filed with the
] Secretary.
| Immediately upon their election, the
Board of Directors shall elect from their
number the officers Of the corporation. A
failure, however, to hold an election of
any character, called for by this charter,
| shall not invalidate this charter or affect
| the existence of the corporation, but the
an election is held and successors in Of
| flee qualified. The Board Of Directors
shall have authority at any time to APP
point an Assistant-Secretary, or Assistant
| Treasurer. or both, who shall be clothed
| with such functions as the Board of Di-
rectors may determine. Such Assistant.
Secretary or Assistant Treasurer shall
not however, be member of the Board
| of Directors, and need not be stock
4 holder Of the corporation.
| All vacancies occurring on the Board OF
Directors between elections shall be filled
by the remaining Directors for the un
expired term of Said Board; and any Di-
rector shall be entitled to appoint by
| written proxy, to be filled with the Secre-
tary, another Director or stakeholder Il
act for him as Director, when such Direc-
tor cannot himself act.
All employees Of the corporation shall
hold their positions subject to the Board
of Directors.
The Board of Directors shall be entitled
| to draft bylaws, rules, and regulation
for the corporation and the transfer o.
| stock. not inconsistent with the provisions
of THE charter or any provisions of law
provided the stockholders may them
| selves amend, modify, or change any by
laws regulating the stockholders meet
ings.
Any Director may at any time be re
moved by a vote of the stockholders and
such removal shall ipso facto vacate tn,
office such Director may have held ant
terminate any emoluments Of the office
Upon such removal. the Board of Direc
tors shall be entitled to fill the vacancy
unless the stockholders should themselve:
elect to do so at the time of making a re-
mOval.
ARTICLE yI-whenever this corpora
tiOn shall be dissolved, whether by ex
piration of its charter, or otherwise, two
liquidating commissioners shall be elected
by the shareholders to wind up the af
fairs Of the corporation. In the event
Of the death of one of these liquidating
commissioners. or of the inability of one
to act, the other chall continue in Office
alone, unless the stockholders shall see fl
Iincapacitated, or deceased. liquidator. The
| meeting to elect such successor shall b,
called in the same way provided for the
meetings for the election of Directors OF
the Corporation.
Thus done and passed, at my Office in
the City of New Orleans, State of Louis
| lana. on the day, month and year frs
| above written, in the presence of Louii
Albert Murphy and Fernand +. Teissier
males, over fourteen years of age, resid
ing in this Parish, competent persons
who hereunto sign their names with the
appearers and me- Notary, after due read
ing Of the whole.
ORIGINAL SIGNED:
i William Sterling Flynt, 2SO5 Carondele
Street, 80 shares; Walter Freeman Riggs
1915 Baronne Street, 40 shares: Eunic,
Louise Flynt. 2S05 Carondelet Street, Il
shares; Mabel Eleanor Riggs, 4916 Ba
rome St., share.
. Witnesses: Louis Albert Murphy, E. F
Teissier.
WIN. J. FORMENTO,
Notary Public.
/. the undersigned. Recorder of Mort
cages in and for the Parish Of Orleans
State of Louisiana, do hereby certify tina
the above and fore4ping Act of Incorpora
ton of the Flynt Varnish Works, Inc.
was this day duly recorded in my Office
in Book 1858, folio 1888, New Orleans, Apri
| 18th, 1921.
(SIGNED) ROBT. SCOTT,
by. Rec.
A true copy from the original
WIN. J. FORMENTO,
II Notary Public.
April 21-May 20.
AMENDMENT TO CHARTER OF TIL