The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-22
CHARTER.

livery at New Orleans, Louisiana. at least
fifteen days before the date of said meet
ing. Upon elections for Directors, as
upon all other matters, the right to vote
shall be vested exclusively in the COM
mon stock, unless the company be in ar
rears for the annual dividend payments
on the preferred stock, in which event
the sole voting power of the company
shall be in its preferred stock until the
dividends in arrears shall be fully paid
as hereinabOye provided. In case Of any
vacancies in the Directorate through
death, resignation. disqualification or
other cause, a successor to hold office
for the unexpired term of the Director
whose term shall be vacant, and until
the election of a successor shall be ap-
pointed by the Board Of Directors in ac-
cordance with the written directions of
a majority of the holders of the class
OF stock then entitled to vote. Failure
to elect Directors upon the day specified
shall not dissolve the corporation, but
the directors then in office shall continu,
in office until their successors are elected
and qualified. The Board of Directors
at the first meeting following each an
nual election shall elect from their num-
Der president and one or more vice
presidents, who without numeral desig-
nation shall rank in the order in which
they are elected, and they shall likewise
elect, but not necessarily from their num-
Der, secretary and a treasurer (whO
may be the same individually and such
other officers and such committees as
the Board of Directors shall deem neces-
sary. The Board shall have power in
its discretion to unite two or more Of
fices and to confer the same upon one
person. and shall have the power to fix
the salaries of all the aforementioned
officers and of such further officers and
agents as they may deem necessary.
At any meeting of the Board of Direc-
tors any Director absent from the meet
ing no taH nv
rector, according to the written direc-
tiOns. either general or special, of the
said absent Director.
Section .. In furtherance and not in
Limitation of the powers conferred by
law, the Board of Directors Is hereby eX-
pressly authorized:
(a) To make and establish. as well as
alter and amend. all bylaws, rules and
regulations necessary and proper for the
support and management of the business
affairs of said corporation, not incOnsIs-
tent with its charter.
(b) To borrow money necessary for
the ordinary business operations of the
corporation through the president of
some other duly authorized agent or
agents, to execute mortgages or pledges
and issue notes, bonds or other obliga-
tions. for such amounts and on such
terms as I'm their judgment may be
deemed advantageous, and generally do
all things reasonable and necessary for
| the proper carrying on OF the business
of the corporation; provided. however.
that so long as any of the preferred stock
is outstanding the corporation shall not
incur any additional Indebtedness. Sc
cured by mortgage or pledge, of any Of
the property acquired by it upon its or
ganiZatiOn Except Liberty Bonds. con
tracts, claims and Obligations) without
the consent in writing of the holders of
seventy five (I5) per cent of the then out
standing preferred stock.
(c) To issue and deliver fully paid
shares of stock and bonds or obligations
of said company, in payment of property
or rights actually received by said cor
| pOration.
(d) To direct or determine the use
and disposition Of any surplus OF the
net profits over ana above the capltal
stock paid in, subject to the provisions
of this charter.
(e) To do all such acts and things
as may be necessary to carry out the
| objects for which this corporation is or
ganized.
Until the next general meeting of the
stockholders for election Of the Directors
| to be held under this charter on the 3rd
Wednesday of September, 1922. or until
their duly qualified successors are elected
or installed. the Board of Directors OF
this corporation subject TO increase as
herein provided, shall be composed of:
H. s. Haggerty. Hattiesburg, Miss; X
| n. Steadman, Hattiesburg. Miss: X.
Mcleod. Hattiesburg, Miss; n. =. Hat
! ten. Hillsdale, Miss: n. S. Bruce. Mem
phis. Tenn. 500 Monroe Ave: J. f. Wa.
| tiers, 704 Baronne St, New Orleans, La
| F. F. Truett. 7o4 Baronne St, New Or
| leans, La; J. o. Rea, 704 Baronne st.
New Orleans, La.
OF the foregoing, X: ID. Mcleod shal'
| be president; j. o. Rea, vice-president
| and general manager; n. s. Bruce, vice
| president and r. F. Smith secretary anf
| L. J. Brandt, treasurer.
| ARTICLE 6-This act Of incorporation
| NAV be modified. changed or amended
| or the corporation dissolved, by vote
| of two-thirds of the stock then entitled
| to vote present or represented at gen
| eral meeting of the holders OF such stock
| convened for such purpose, after previous
notice shall have been given in the man
| ner above required to be given or the
annual meeting of the corporation; pro
| vided that the Charter shall not b'
| amended so as to affect the rights oil
security Of the holders of the preferred
stock as herein provided, without thu
consent in writing of the holders o
seventy-fve (75) per cent Of the then out
standing preferred stock.
| ARTICLE If this corporation shall
be dissolved either by limitation or from
any other cause, its affairs shall be Hqui
dated by three commissioners, to b.
elected by the vote OF the holders OF IN
stock then entitled to vote, at meet
ing convened after notice as hereinabov
provided. Said liquidators shall remaii
in office until the affairs of the corpor
| alton shall have been fully settled ant
Ijouidated. and they shall have full powe
and authority to transfer and give it'll
TO all the property and assets Of the cor
poration and to distribute the proceeds
In case of death, disability or resigna
ton of one Of the liquidators, the vacanc.
shall be filled by the survivors.
| ARTICLE S.-No stakeholder shall eve
be held liable or responsible for the con
tracts or faults of said corporation in an.
further sum than the unpaid balance du
on the shares of stock subscribed b!
him, nor shall any mere informality II
organization have the effect OF rendering
this Charter null or OF exposing an.
stakeholder to any liability other thai
as above provided.
In order that this Charter may sery
as the original subscription list, the sun
scribers hereto have Indicated opposlt
their respective signatures the numbe
OF shares of stock subscribed for by eacl
of them.
Thus done and passed at my notaria
office in the City of New Orleans, Stat
of Louisiana, on the day, month an
,Var first hereinabove written. In tn
presence of SHIRLEY HOFFMAN an
GEORGE HUFF, competent witnesses
who have hereunto subscribed thei
names. together with me. Notary, an
the said appearers, after due reading
the whole.
Original Signed)
WATTS K. LEVERICH.
Notary Public.
witnesses:
SHIRLEY HOFFMAN,