The herald., 1921-07-28
CHARTER.

The capital stock OF the ,rodrod and
nav no Increased to Two hunure eu, anu
I Eiftv Thousand Dollars (S25O,OOo.OO)'
vocb share of stock shall entitle tne
ournar thereof in person or by pIoAy, -
cast one vote for each share at All A
ings of stockholders. ii
ARTICLE 5. No stOckholder snai 81
or dispose of any or the st och nrrsrad
tha same for sale to the other stoCfH91.
ers nv a letter addressed 10 the Tnor
or 70 the Board of Directors OF the ~
alton, naming therein the lowesC s "a FERNS
nrice of said stock and the proposed teinl
| Of sale After thirty days from t ft,,..a
| CENT of such written oner, ana tne 70
| of the stockholders, or any OF ,n,sed
| purchase the said stock upon lhe pc . shail
| tarms of sale the owner of the STOCK sn s
| tban he at liberty to sell such stoch lo
NOT less than the said proposed Prlce AM
upon the said proposed terms. ms 80
| shall apply TO each speciho SAW
| posed sale of stock.
| Should any stakeholder pledge any ol
| his stock. he shall Immediately notlly the
| remaining stockholders OF the E0rPoIaasiV, -
| in writing. through letter aeu notorS
| the President or the Board Oh Dllr 20
| ms in the aforesaid case of propOseu saIe
| of stock of the fact of such pledge, 70
| pether with the name and ADDRESS VI az
pledgee, and shall accompany such . no'n
| cation with a copy of the ACT, OF In' tho
| mont of uledge; and before, or upon, thS
| default of the pledgOr to meet the opilsa
| ton for which his stock STANDS PleuSeIiii
the stockholders of the Corporation sj I'M
be entitled to take up such pleuSoI Vp ,I
pation and they shall be thereby speclaliy
suhrorated TO the rights of the Original
pledge or any subsequent Pledge III All
particulars. -,ora
Where the stockholders of the Corpora
tion are accorded either the right OF pur-
chasing a shareholders stock, or or taxing
mn his pledge obligation, as herelhaDoNe
set forth such right shall deyolVe upon
the said stockholders, first. IN the proPoL
tion of their individual holdings OF stock,
and thcn. ratably among the remaining
stockholders should any particular stoch,
holder not elect to exercise his right, anu
so on until the right shall remain IN one
stakeholder, If all other stocknOiuers
sheuld decide not TO exercise the right.
The Corporation shall make no transfer
of stock where the provisions OF the lore
going paragraph have not been fuIly COM
pIied with and the Corporation snail aiso
he entitled TO demand and shall so de-
| mand. of both the seller and the purchaser
of stock in all cases, before making
transfer of such stock upon the DOCKS OF
| the CORPORATION. an AFFIDAVIT as 10 tne
| amount truly paid for the stock, and Facts
| showing the entire bona fides or the TRIMS
action. -,
The shares OF stock of this Corporation
| shall be transferable only upon the Dooks
| of the CORPORATION. and no transfer or any
stock shall be binding, or have an erect
upon the Corporation, unless, anu until
made upon its books; and prior lien on
| all shares of stock shall be retained Dy
| this CORPORATION on the stock of any
| shareh older for any Indebtedness, secureu
or unsecured, however evidenced OF
| created. due at any time to the corpora
| tiOn by the holder of stock, and no trans
| fer of stock shall be made in contravention
of these conditions hereinbefore set forth.
/ ARTICLE 6. All the corporate powers
| of said Corporation shall be vested in ana
exercised by a Board of Directors com
| posed of at least three (3) stockholders,
| to be elected at an annual meeting OF
| stockholders. to be held on the First (lst)
Monday in June Of each year. All cleo
lions shall be held under such rules, regu-
| lations as may be determined by Board
of Directors. The directors thus elected
shall continue in office until their success.
sors shall have been duly elected ana
qualified. No failure to hold an election,
| either of directors or officers. shall be re-
| garded as a forfeiture of this Charter. Any
| vacancy occurring on said Board OF d.
| rectors shall be filed by the remaining
| directors; the number of directors may De
increased to not more than seven "a di-
rectors, at the discretion of the Board OF
| Directors. Said Board of Directors shall
| likewise elect the additional members OF
| said board in case they should determine
| to increase the number of the Board of
Directors, as herein provided. Said Board
| of Directors shall have the right and
power to appoint and dismiss such clerks,
assistants and other employees of the Cor
| y
| business may require, and the tenure of
! office of all such managers, clerks. assist
| ants, and other employees of this Cor
poration shall be during the pleasure Of
| the Board of Directors.
| ARTICLE Z. The first Board of Di-
| rector shall consist of the following
directors: Frank B. Sullivan. John p. Sui
Ivan, Sylvan Kronheim, and the first
officers of said Corporation shall be Frank
Il. Sullivan as President, John P. Sullivan
as Vice-President, and Sylvan kronheim as
Secretary Treasurer, who shall serve as
such until the First (1s) Monday in June,
1922, or until their successors are duly
elected and qualified.
ARTICLE s. No stakeholder shall ever
| be liable or responsible for the indebted
| ness, faults or defaults Of this Corpora
ton, nor shall any mere informally In the
organization of the Corporation have any
effect Of rendering the Charter null, or Of
exposing the stockholders to any liability
beyond the unpaid balance, il any on his
stock subscription.
ARTICLE Q. Stockholders meeting for
| the election Of directors shall be held at
| the domicile of the Corporation after If
| teen (15) days notice in writing to each
| stakeholder shall have been given by d..
posting said notice in the United States
postoffice.
| ARTICLE 10. Whenever this Corpora
ton is dissolved. either by limitation or
| for any other cause, its affairs shall be
| liquidated by the Board Of Directors. who
| are hereby vested with full power to sell
| any and all assets OF the Corporation,
either separately or in bulk, and to con.
vey full and complete title thereto, and
| who shall have full power and to do and
perform all acts necessary and proper
/ fully and completely to liquidate the
| affairs and to distribute the proceeds, IL
| any. among the stockholders of this Cor
poration, in accordance with the proper
| uonate number of shares held by each
| stakeholder.
| ARTICLE IL. This Act Of Incorporation
| may be amended, altered. or this Corpora
| ton may be dissolved by a vote of two
| thirds q 81 of the shares of the total
| amount of stock issued at a meeting con-
yened for that purpose after fifteen Q5)
days notice in writing, mailed to the last
| known address of each stakeholder
Thus done and passed, at my Notarial
Office, in this city of New Orleans State
| Of Louisiana, on the day, month and year
above written, in the presence of Myles +.
4 Byrns and NJ. X. Newhauser, competent
witnesses, who have hereunto signed their
names, together with the appearer and me,
| Notary, after due reading of the whole.
DAVID SESSLER,
Notary Public.
June 30-Aug. 4.
4 AMENDED CHARTER OF JOSJAH