The herald., 1921-03-17
CHARTER.

1919 State Street Drive. New Orleans, La:
and ST. Clair Adams 1926 81. Charles Ave
nue., New Orleans, La, with J. Eugene .
PearCe as president and treasurer. st. Clair +.
Adams a. vice-president and Hilton j.
Hermann as secretary. and these officers !
shall serve until the second Monday in
March in the year 1922, or until their sue
ce>sorS have been duly elected and quail
fed.
Thereafter the directors shall be elected
annually on the second Monday of March \
in each year. beginning with the year 1922.
{ all elections OF directors shall De ny ballot
and each stakeholder shall be entitled to
one vote for each share Of stock standing
/ in his name on the books of the corpora
ton. this vote to be east i'll person or by +.
proxy. and it shall require a majority of
the stock present or represented to elect.
Failure TO elect a board of directors on
the second Monday in March 1922. or an
nually thereafter, shall not work for.
fixture of this charter, but the old board .
/ of directors shall remain in office until .
their successors are elected and qualified. .
ARTICLE VI-The board of directors
/ shall hold regular meetings at ouch times .
] as shall be fixed in the bylaws of this cor .
/ puratiun. These meetings shall be held .
} at the dOmicle of the corporation. but
/ the president may call special meetings Of
/ the board of directors AT such times a he
may deem advisable, and he shall be re-
Quired to call such special meetings when
ever requested to do so by three members
/ of the board of directors. Three days
/ notice of such special meetings shall he
| gveH in writing To the directors unless
waiver of notice i signed by the directors.
ANY vacancy occurring on the board. either
from death, resignation, or inability 70
serve, shall he filled by the board of di-
r"ctOrS 1T it, next regular meeting after
such vacancy shall have occurred. The
first board of directors of this corporation
shall be required To draft suitable bylaws
for the government of this corporation.
which may be altered. amended or changed
as the eXigrncie> of the case may require.
ARTICLE VII.-The stock of this corpor-
alton may be transferred, provided such
! transfer shall be recorded upon the books
; of the corporation before II shall u" re-
. uuired to recognize the transfer or the
new holder OF said stock. The total
amount of the subscribed stock. as herein
set forth i the sum of Two hundred
thousand (S2OO OOO0l Dollars. which i
hereby authorized to be issued fully paid
and worcestershire. for cash. or in "N-
? change for property or services. according
to law. That. save as hereinafter pro
yidpd, no share or interest in the company
P shall at any time he transferred TO any
person not already "A shareholder. so long
rs any shareholder i willing 10 purchase
said share or interest nj the prescribed
price. That in order IL ascertain whether
} any shareholder il willing TO purchase any
= such share or interest, the person, whether
a shareholder of the company or NOT, pro
DO>inC TO transfer the same. hereinafter
cafled the retiring shareholder shall give
notice in writing TO the company that he
.
notice shall constitute the company his
agent for the sale of the share or other
interest 10 any shareholder of the company
at the prescribed price. That If the com
. pany shall. within the space OF thirty days
after such notice find shareholder de>lr-
ing to purchase such share or interest
hereinafter called the purchasing share
holder and shall give notice Thereon 10
: the retiring shareholder. he shall be bound
/ at such time within fifteen days there
after as the company shall appoint upon
payment of the prescribed price. TO trans
! fer such share or interest 10 the purchasing
shareholder. That if in any Gaze the
retiring shareholder after becoming bound
p a. aforesaid, makes default in transferring
T such share or interest, the company may
receive the purchase money and shall there
upon cause the name of the purchasing
/ shareholder TO he entered upon the register
as the holder of such share or interest. ana
, shall hold the purchase money in trust
for the retiring shareholder, his executors
administrators, or assigns. and the receipt
: of the company for the purchase money
shall he n good discharge to the purcha> sing
: shareholder. and he shall not be bound to
: SEE to the application thereof, and after
: the name of the purchasing shareholder has
: been entered in the register in purpOrted
exercise of the aforesaid power. the validity
of the proceedings shall not be questioned
Il by any person. and the purchasing share
: holder shall be deemed and taken TO be
the owner of the said share or interest.
7 That the prescribed price shall mean the
" amount paid in on such share or interest.
= plus the prOpOrtiOnate part of undivided
7 profits. provided that if instead of there
9 being undivided prOiits there exists an i'm
. pairment of capital of the said company.
then the propOrtionate part of such impair
: ment shall be deducted from the amount
4 paid in upon such shares or interest in
a , ascertaining such prescribed price That
Il the company shall in all cases on receiving
y notice of desire TO sell stock as aforesaid,
: allow the other shareholders the oppOr-
i tunity TO take same in proportion TO their
: / respective holdings of stock in the COM
~ pany. making all necessary adjustments
a to avoid fractions of shares, and for that
u purpose giving the preference in all cases
p TO shareholders who have the largest hold
= | ingS.
= ARTICLE VIII-This charter may be
=, modified. altered. the capital stock thereof
; increased or decreased. or the corporation
. , may be dissolved with the assent of two
- thirds of the capital stock present or
q represented at any meeting of the stock
holders held for that purpose after prior
notice in writing TO each stakeholder. or
l. mailed to him AT his last known post office
IS address, all in accordance with the terms
of Act 267 of 1914.
I, ARTICLE IX.-At the expiration of this
a. charter or the earlier dissolution of this
- corporation for any cause, its affairs shall
be liquidated by two or more lfquidatOrs
to be elected by the stockholders. all OF
whom shall hold stock in said compan,