The herald., 1921-12-01
CHARTER.

CORPORATION Is hereby fixed at the sum OF
twenty-one thousand (S2lWO.OO) doliars,
divided into two hundred and ten shares
of the par value of one hundred (Sioo.ool
each, which stock shall be paid Tor III
cash at such times and In such amounts
as may be determined upon by the Doaru
of directors, OF may be issued at not Tess
than par for property purchased by, or
for services rendered to the corporation
All shares of stock shall be full PAID
and non assessable. No transfer OF STOCK
shall be binding upon said corporation
unless made upon the books OF the cor
poration, and all certificates OF STOCK
shall be signed by such officers as may De
designated by the board of directors.
No stakeholder shall sell or in any man
ner dispose of his stock in said corpora
ton. without having first given thirty
days written notice to the corporation
through its board of directors, OF such
intention to sell or dispose of the same,
so that the other stockholders shall have
the first privilege of purchasing the same
at its book value, properly ascertalneu,
after which thirty days notice SAID
stock may be sold or disposed Of in any
manner.
The said corporation shall at once be
come and be a going concern and shall
Immediately commence business
The said capital stock may be increased
from time to time to any amount not ex-
ceeding fifty thousand dollars,-such IN
creases to be made as provided by law.
ARTICLE y-An the corporate powers
Of said corporation shall be vested In
and the management and control OF its
affairs shall be exercised by a board OF
directors. 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 an
nually, by the stockholders, by ballot,
on the Thursday, following the first Mon
day in January Of each year, the first
election to be held In 1923.
Written notice Of each election. de-
livered 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 corpora
ton, said notice TO be given at least If
teen days before each election, and all
elections shall be held under such rules
and regulations as may be fixed by the
board of directors; provided that each
or by written proxy, to one vote for every
share of stock owned by him, and that a
majority OF such votes cast at each cleo
ton 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-
yided.
Each board OF directors, at its first
meeting after each election. shall elect
from its number. president and a vice
president and shall also elect secretary
and 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
the board Said board shall likewise elect
the additional member or members in
case they should determine TO increa Sc
the number of the board Of directors as
above provided.
\ majority OF the directors shall con-
stitute a quorum for the transaction of all
business, and any vacancy occurring on
said board shall be filled by the remain
ing directors for the unexpired term.
The said board. or such 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 office
and employment Of all officers. managers,
clerks and employees shall be during the
pleasure of said board.
The said board shall have the right
and power to buy, SELL improve. contract,
lease, borrow money, issue bonds and ex-
ecute mortgages. and, in general. to ex-
ercise all the powers of the corporation
as we'll as TO carry out its objects and
purposes,-all without reference to or
authorization by the stockholders.
From time to time said board may
adopt rules, regulations, and bylaws for
the management and control of the bust
ness and affairs of said corporation, and,
In its discretion, may annul, change and
modify the same.
ARTICLE VINO subscriber hereto or
stakeholder of the corporation shall ever
be held liable or responsible for the con-
tracts, faults or debts of said corpora
ton; nor shall any mere informality in
the organization have the effect of render
ing this charter null. or of exposing any
subscriber or stakeholder to any liability
beyond the unpaid balance. if any. due
on the shares subscribed for or owned
by him.
ARTICLE yII-This act of incorporation
may be changed, modified, or altered, 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 Of stock,
after at least thirty days written notice
of such meeting has been given as pro-
vided in Article V of this charter
Any change proposed or made in re-
ference to the capital stock or objects
and purposes Of this corporation shall
be made in accordance with the laws of
the State Of Louisiana regulating or pro-
viding for such change.
Whenever the corporation may be dis
solved, whether by limitation or other
wise, its affairs shall be liquidated by
three liquidators, to be chosen by the
stockholders at general meeting Of
stockholders, convened for such purpose,
OF which meeting notice shall be given as
above provided, and a majority in amount
Of the capital stock Of said corporation,
represented at such meeting shall be re-
quisite to elect. In case Of the death or
disability Of any Of said liquidators, the
survivors, or the remaining liquidators,
shall appoint a successor to such liquida-
tor Said liquidators, are hereby given
full power, either by court or law pro-
ceedings, or without such proceedings,
as they shall elect. to collect all amounts
due the corporation, sell or otherwise
dispose of its assets, pay its debts and
liabilities. and compromise and settle
all disputed questions and matters; and
shall have and exercise all other powers
necessary and usual to fully and finally
settle, wind up and liquidate all the bust
ness and affairs of the corporation, and
distribute its net assets or funds among
its stockholders in accordance with their
respective rights.
ARTICLE vIII-The first board of di.
rectors of this corporation shall consist of
George FL. Thomas, 1925 First street. New
Orleans, La; Samuel p. Schwing, 52S
Pine street, New Orleans. La: J. Morris
Carroll, 1919 First street, New Orleans.
La. which said board, with said George
ID. Thomas, as president, said J. Morris
Carroll, as vice-president, and said Samuel
+. Schwing, as secretary treasurer, shall
hold Office until the election to be held on
the Thursday, following the first Monday
In January, 1923, or until their successors
shall have been duly elected and shall