The herald., 1921-03-10
AMENDMENT OF CHARTER OE-sTApF'
FER ESHLEMAN & CO., LTD,
FEBRUARY 81, 1921.

! United States Of America. State Of Lou
| lana Parish of Orleans, City of New Or |
! leans Be 1t known, That on this twenty
| first day of the month Of February, IN the
tyear Of our Lord. one thousand, nine nun
dred and twenty-One. ana or the lnue-
the one hundred and forty fifth; before
me- Felix Joseph PUG, a notary pubic,
I duly commissioned and qualified, In ana
for the Parish Of Orleans; state OF Louis
of the witnesses, hereinafter named and
Undersigned: personally came and APP
| peared Walter r. Stauffer, of the full age
of majority and resident OF this city ana
| Drausin Ferret, Of the full age of ma
1 jOrity and a resident of this city. SAID
| appearers acting herein respectively as
president and secretary treasurer OF the
| StaufTer Eshleman and Company, Limited
! a corporation dOmiciled in this city IN
| cerporated by an act passed before Felix
Joseph PUG. Notary Public. on June 30th
Of this city. in Book 751 folio 81, acting
herein under and by virtue OF a resoru
ton OF the stockholders Of said Stauffer
Eshleman & Co, Ltd. adopted at meet
ing held at its domicile, in this city, on
January 9th, 1921: duly certified copy
of said stockholders meeting being hereto
annexed for reference. Who mutually ana
severally declared that at SAID special
meeting Of the stockholders of said cor
poration, which was convened and held as
aforesaid. on January 9th, 1921: accord
ing TO law, the following amendment 10
Article ~ Of the charter OF said corpora .
tion. was adopted by a unanimous vote Of
the stockholders of said corporation, pres
ent in person and by proxy at said meet,
ing. being all of the stockholders OF said
Article Nv. Of said charter was recast
and amended, so as to read as follows'
to-wit:
ARTICLE Iv-Al the corporate powers
of this corporation shall be vested In and
exercised by a Board of Directors to De
: composed Of not less than five nor more
than eight stockholders. to be elected on
the first Monday of July Of each year un-
less said day be legal holiday and then
Q on the next Bank day thereafter. All
such elections shall be by ballot and con-
> Quoted at the office of the corporation I'M
der the superintendent of two commis-
/ sioners to be appointed by the Board OF
Directors; and of such election written
r notice shall be mailed by registered letter
, TO the postoffice address of each stock
/ holder who has in writing designated his
: and not less than ten days Counting the
. day of mailing the day Of electionl prior
4 to the date Of such election. should any
stakeholder fail to designate his postoffice
r address in writing, it shall be. sufficient to
. mail to him a letter addressed to General
; Delivery. City of New Orleans. Each
4 share of stock shall be entitled to one
. vote, to be cast either in person or by
: written proxy. and a majority of the votes
cast shall elect. Any vacancies occurring
: among the Directors by death. resignation
. or otherwise, shall be filled by election for
4 the remainder of the year by the remain
: ing Directors, failure to elect Directors on
: the date above specified shall not dissolve
or affect the corporation, but the Direc-
tors then in office shall remain In office
$ until their successors are elected and quail.
fl fed. and shall cause another election to be
e held soon as possible thereafter. after
i due notice thereof shall have been given
i for the time and In the manner above pro-
II vided.
Three Directors shall constitute a quo
v rum for the transaction of any business
d and the Board of Directors at their first
meeting following each annual election shall
o. elect one of their own number to be press
~ dent another to be vice-president. shRl
also elect secretary and treasurer, and
may elect an assistant secretary and as
s sistant treasurer. The secretary, treasurer
V assistant secretary and assistant treas
IS urer need not be members of the Board
+ The Board shall have power In their dis
1. erection. to unite the offices of secretar!
II and treasurer.
l. an executive committee of the Board Z
"a consist of four Directors, two of whom
5e shall constitute quorum with power q
~ act, and the Beard of Directors may dele
il gate TO said executive committee from tim
to time as they see fit any and all of tn
n. powers vested In them as Board OF ID
r. rectors. and may also appoint from tim
H. TO time such officers clerks. agents
r. other employees as they may deem neces
IN sary, provided that the Board shall no
r have power to appoint or elect any Officer
n. clerk agent or employee for a fixed tern
but all shall hold Office only at the pleas
= ure of the Board. And said Board ma
"a make and establish. as well as alter an
n amend. any and all bylaws. rules an
~ regulations necessary and proper for tn
ee' management and control of the bushes
&c and affairs of this corporation.
Said Board shall also have full powe
We and authority to borrow money. execut
- mortgages. issue notes or other obligation
~ and generally to do all things REASONABLE
necessary for the proper carrying on
the business Of the corporation; as ais
"a to issue and deliver full paid shares {
~ stock Of the said corporation in paymer
a. of money borrowed or propertAaetuall
~ received by said corporation.
no ANY Director shall have authority
OF appoint in writing a stakeholder not n
hp ready a member of the Board to repr'
an sent him as a Director at Board meeting
n or he may appoint in writing any oth'
ck Director. and In such event SUCH absel
ba Director shall be counted as II PERSONAL
he poses of a quorum, voting and for an
and all purposes.
The first Board of Directors of this CO
IL poration shall consist of Walter r. Stau
On. fer. Benjamin +. Eshleman, ID. Perret
'rs William +. Stauffer and Henry VI. Presto
ng with Walter r. Stauffer as presiden
ys Benjamin f. Eshleman as vice-preside
by and general manager, d Perrett.
VI. secretary and treasurer; said Dfrecto
nd shall remain In Office until the election
Dr. be held In July, 1905, or until their su
cessors are elected and qualified, the afor
III said officers, however, holding their ofic
-. 49, xlao~ 1T he nrA ND