The herald. [volume] (New Orleans, La.) 1905-1953, 1921-02-24

| tice to all persons, and shall subject the
holders and pOssessors of the said stock
| to all the rights, limitations and restric-
| tons herein created.
| ARTICLE VAN the corporate powers
vested in this corporation by this charter
| and by the law shall be exercised by the
Board of Directors hereafter created, in
Guiding the right to manage, control and
| direct the affairs of the corporation, the
| corporate policy, and to sell the corpora
ton or merge the same into another cor
pOration, and to take in payment Of any
such sale or merger, cash. bonds. notes or
stock of the purchasing or merging corpor-
alton, or of a new corporation, created for
the purpose, without the necessity of re-
ferring either or any of said acts to the
stockholders.
The said Board of Directors shall be
composed of three stockholders, who shall
be elected annually on the third Tuesday
of January of each year. The first Board
of Directors shall be composed of G. Nor
sT Scott with Thomas H % ssGtt s seSt '0ns
President, Thomas d. Scott as Vice
tary-Treasurer, and said Board shall
cessors are elected and qualified. The
election of the Board of Directors shall
. be preceded by written notice to the
stockholders. delivered in person or sent
by mail to the address given in the cur
, rent city directory, unless the address of
such stakeholder shall have been regis
) tered with the Secretary, and in default of
e either, care of General Delivery, New Or
leans. La. The election shall be held at
{ the Office Of the corporation at such hour
1 as may be fixed by the incumbent Board
3 Of Directors and under the supervision OF
o one, or more, commissioners appointed by
d the same. At such election each stOckhold-
er shall be entitled to one vote for each
n | share of the capital stock held by him
and the persons receiving the highest mum
> BIER of votes cast at said election shall be
4 declared elected and the Board of Direc-
n tors thus elected shall meet and organize
: as soon after said election as possible. A
!, majority Of the whole Board shall consti
tute a quorum and any Director absent oil
unable to attend may authorize a Director
present to represent him by written proxy
filed with the Secretary, and who shall be
vested with all the powers such absentet
e could exercise IL present in person.
All routine business matters shall b,
decided by the majority vote of tbs
quorum present at such meeting but, not
: withstanding anything in this charter OF
;, the law to the contrary, any matter oil
Il thing affecting the general policy, Of
! alienation of the corporate property othel
d than ordinary business transactions, OF
d altering or affecting the corporate rights
W shall be adopted only by the vote of tn,
majority in number and in amount o
stock held by the individual members o
the whole Board of Directors and prope
minute entries shall be made to show thes
facts At It's first meeting after election
or as soon thereafter as practicable tn,
Board OF Directors shall elect a President
Vice President and a Secretary -Treasur
er; this last named Office may be held b,
non. stockholders. and the two offices ma!
be separated or kept as one Office, as tn
Board of Directors may decide.
l. The Board of Directors may establish
r bylaws, rules and regulations for the gov
y eminent of the corporation, and 1t ma,
IF also create a committee or committees TO
ID the management Of the several depart
Of ments of its business. with such power
ad m
?. same by the said Board of Directors. j
s. shall also fix the salaries of all officers
y All officers and employees of the corpor
d. alton shall hold Office at the pleasure o
IS the Board. Vacancies occurring in tn
r Board shall be filled by it for the re
Is mainder of the unexpired term. Meeting
10 Of the Board Of Directors may be held a
he such times as shall be set by the Boar