The herald. [volume] (New Orleans, La.) 1905-1953, 1921-04-21
CHARTER.

70 engage in the general practice of pub
lie accounting and auditing. and generally
to do and engage in any other business,
undertaking or profession connected with
growing out of or incidental to the pur-
poses hereinaboye set forth.
ARTICLE Iv.-The capital stock of
said corporation is hereby fixed at the
sum of five thousand (S5,OOO.OOl dollars
divided into and represented by flfty
shares of the par value OF one hundred
dollars each, which stock shall be paid
for in casa at such times ana IN such
amounts as may be determined upon by
the Board of Directors. or may be issued
at not less than par for property pur,
chased by or for services actually rendered
to the corporation. All shares Of stock
shall be full paid and non aSseSSaDle.
No transfer of stock shall be binding
upon said corporation unless made upon
the books Of the corporation. and all Ger
tificates of stock shall be signed by such
officers as may be designated by the
Board of Directors.
No stakeholder shall sell or in any
manner dispose of his STOCK in said cor
poration. without having frat offered
the same to the corporation i'll Writing
through its Board of Directors, and the
said Board of Directors shall have the
right and option to purchase the stock
so offered within thirty days, at the BOOK
value thereof properly aScertained. Inc
| said corporation shall at once become
and be a going concern and shall immedi-
ately commence business. The said capl-
| tai stock may be increased from time to
| time to any amount nos exceeding ten
| thousand dOllars-such increases to be
made as provided by Jaw.
ARTICLE y.-An the corporate powers
of said corporation shall be vested in, and
| the manag cement and control of its af-
| fairs shall be exercised by Board of Di-
| rectors. composed of not less than three,
| nor more than five stockholders. Each
director shall own at least one share of
stock and shall be elected annually, by
| the stockholders. by ballot, on the sec
| Ond Saturday of January. OF each year
1 the first election to be held in l922.
Written notice of each election, deliver
' ed personally or by mail. shall be given
| to each stakeholder, addressed to him at
| his last known place of residence as
| shown on the books of the corporation,
| said notice to be given at least fifteen
days before such election, and all cleo
| tions shall be held under such rules and
! regulations as may be fixed by the Board
| of Directors; provided that each stock
| holder shall be entitled, in person or by
written proxy, to one vote for every share
| of stock owned by him. and that ma
| jority of such votes cast at each election
shall elect the Board.
The directors thus elected shall con
| tinue in office for one year. or until their
| successors shall have been duly elected
| and qualified. In case OF. any failure to
| hold an election as above provided, such
| failure shall not forfeit this charter. but
| an election shall be held as soon as may
| be practicable after notice as above pro-
vided.
! Each Board Of Directors. at its first
meeting after each election. shall elect
! from its number a president and vice
president, and shall also elect secretary
| and a treasurer. who may be members OF
the board or not. as the directors see fit !;
| and both of said offices may be held by
| one and the same person, as secretary
and Treasurer, as may be determined by
Ii C,sI nrI ball iEnNU ia
elect the additional member or members
in case they should determine to increase
the number of the Board of Directors as
| above provided.
A majority of the directors shall con-
| stitute quorum for the transaction of
all business and any vacancy occurring
on said Board shall he filled by the re-
naming directors for the uneXpired term.
The said Board. or sucn officer or man
ager as II may designate, shall appoint
such Officers managers. clerks and other
employees of said corporation as may be
necessary for its business and shall dis
miss the same; and the tenure OF Offlce
and employment of all officers, managers,
clerks and employees shall be during the
plea sure of said Board
The said Board shall have the right and
power to buy, sell. improve, lease, borrow
money. issue bonds and execute mort
| cages, and, in general. to exercise all the
powers of the corporation. we'll as to
carry out its objects and purpoSes-all
without reference to or authorization by
stockholders. From time to time said
| Board may adopt rules, regulations, and
bylaws for the management and control
. | of the business and affairs of said cor
poration. and. in its discretion. may an
null. change and modify the same.
: ARTICLE VINO subscriber hereto oil
stakeholder of the corporation shall ever
he held liable or responsible for the con
} tracts. faults or debts of said corporation
nor shall any mere informality in TIM
organization have the effect of rendering
this charter null, or of exposing any sub
| Scriber or stakeholder to any liability be
. yond the unpaid balance. if any, due or
, the shares subscribed for or owned by
him.
II ARTICLE vII.-This act of incorpora
, ton may be changed, modified, or alter
= ed, or said corporation may be dissolved
, with the assent of the holders of two
thirds of the stock of the corporation
whose owners are present and represented
at general meeting of the holders o
. stock after at least thirty days writer
notice of such meeting has been given a.
provided in Article V of this charter.
ANY change proposed made in refer
ence to the capital stock or objects ant
purposes of this corporation shall b.
made in accordance with the laws or IN
State of Louisiana regulating or providing
. for such change.
t Whenever the corporation may be dis
= solved, whether by limitation or other
5 wise, its affairs shall be liquldated d.
n three hquidators, to be chosen by tn
b stockholders at a general meeting o
stockholders, convened for such purpose
of which meeting notice shall be give
as above provided, and a majority II
amount of the capital stock Of said cor
poration, represented at such meetin
| shall be requisite to elect. In case OF tn
- death or disability of any of said liqui
datOrs, the survivors or the remaining
: quidators, shall appoint a successor to sue
liauidator. Said liquidators are .hereb
given full power. either by court or la'
. proceedings, or WITHOUT such proceeding,
!, as they shall elect, to collect all amount
= due the corporation, sell or otherwise dl'
!, pose of it's assets, pay its debts and lis
4 | bilities, and compromise and settle a
disputed questions and matters; and sha
= have and exercise all other powers neces
= sary and usual to fully and finally settl
u wind up and liquidate all the bushes
u and affairs of the corporation, and distr
butte its net assets or funds among II
stockholders in accordance with their r
= spective rights.
I. ARTICLE VIII The first Board
~ Directors of this corporation shall consf
n of: George p. Eberle, 1925 Fourth Stree
\ New Orleans, La; Anthony J. Thoma
a. 1873 South Scott Street, New Orleans, La
10 Emile l.. Morgenstern. S41S Sycamo
n Place, New Orleans, Ia; which sa
rs board. with said George p. Eberle&
o. .esldent, said Anthony J. Thoman,
Id 7ice-President. and said Emile l.: Norge
I'd tern, as Secretary Treasurer, shall no
o. | ,ffjce until the election to be held on t