The herald. [volume] (New Orleans, La.) 1905-1953, 1921-07-07
THE HERALD, ALGIERS, LOUISIANA
CHARTER.

The capital stock of the Corporation
! may be ased to Two Hundred anu
J Fifty Thousand Dollars (S20O,VooV''
-, shore of stock shall entitle the
owner thereof, in person or by pTVAS, at ~
/ asst one vote for each share at all Hiee'
! ingS of stockholders. =,
tRTICIE ;. No stakeholder shall sell
or dispose of any of the stock Oh III III
| Corporation without first having VhIJ
| ~ Inc for sale 10 the other Stockholm
ars nv a letter addressed to the fresluen'
or to the Board of Directors OF the o o,lpSad
alton naming therein the loWest pa Pa tporms
| nricp of said stock and the proposed teIt'
| ~ sale After thirty days from tne -
CENT of such written offer, ana the Iahu, -,
of the stockholders, or any OF lneili, o ~.
purchase the said stock upon Ihe 80 shall
terms of sale. the owner of the stock sn snr
| then he at liberty to sell such stoch loi
not less than the said proposed Rr ply, r n,ie
upon the said proposed terms. inns 2
| shall apply TO each speClhC o"i'' Va
posed sale of stock.
Sbould any stakeholder pledge any ol
his stock he shall Immediately hOtlly IN! !ne
remaining stockholders OF the S0rporatsio.i ~
in writing, through letter S Rirsctors
the President or the Board OF Dlrecto
as in the aforesaid case of proposed saIe
of stock. of the fact of such pieuee, 70. 70
gether with the name anG address Oh tne
Pledge, and shall acconpan! SUI We inStrn.
cation with a copy of the act, or lhstTu-
ment of pledge; and before. or upon; the
default of the pledgor to meet ihe nDLs
ton for which his stock STANDS pIeuseu;
the Stockholders of the CorporatlonSsnaI
| ha entitled TO take up such pledgOrs ooI-
| gation and they shall be thereby speclalS
| SubrOgated to the rights or the oriell1i
Pledge or any subsequent pleugee III an
Where the stockholders of the Corpora
ton are accorded either the right OF pur
! chasing a shareholders stock. or OF TAXING
mn his pledge obligation, as herelnaDONe
l.. right shall upNOlNe upon
the said stockholders, first. IN the proper
ton of their individual holdings or STOCK,
/ and then, ratably among the remaining
/ stockholders. should any particular stoch
holder not elect to exercise his right. and
| so on until the right shall remain in one
| stakeholder, if all other stockhoiuers
should decide not to exercise the rlght:
The Corporation shall make no transfer
of stock where the provisions OF the 1ore-
going paragraph have not been fully COM
piled with. and the Corporation shall also
be entitled to demand and shall SO ue-
mand. of both the seller and the purchaser
of stock in all cases, before making
transfer of such stock upon the DOCKS OF
the Corporation. an AFFIDAVIT as 10 tne
amount truly paid for the stock anu laCts
showing the entire bona tides OF the Trans
action.
The shares of stock Of this Corporation
shall be transferable only upon the DOCKS
of the Corporation, and no transfer OF any
stock shall be binding, or have an eject,
upon the Corporation, unless. ana untlf
made upon its books; and prior lien on
all shares of stock shall be retained Dy
this Corporation on the stock of any
| shareholder for any indebtedness, secured
or unsecured, however evidenced or
created, due at any time to the corpora
ton by the holder OF stock, ana no trans
fer of stock shall be made in CONFIRMATION
of these conditions hereinbefore set forth'
, ARTICLE 6. All the corporate powers
of said Corporation shall be vested IN ana
exercised by a Board of directors com
! | nf fhrnn
| TO be elected at annual meeting OF
stockholders, to be held on the First (ist)
Monday in June of each year. All elec-
tions shall be held under such rules, regu.
lations as may be determined by Board
of Directors. The directors thus elected
shall continue in office until their success,
sors shall have been duly elected and
qualified. No failure to hold an election,
either of directors or officers. shall be re-
garded as a forfeiture of this Charter. Any
vacancy occurring on said Board of Dl-
rectors shall be filled by the remaining
directors; the number OF directors may be
increased to not more than seven 20 d.
rectors, at the discretion of the Board OF
Directors. Said Board of Directors shall
likewise elect the additional members of
said board in case they should determine
to increase the number of the Board of
Directors. as herein provided. Said Board
of Directors shall have the right and
power to appoint and dismiss such clerks,
assistants and other employees of the Cor
poration, as conditions may justify, or the
business may require, and the tenure OF
office of all such managers, clerks, assist
ants, and other employees of this Cor
poration shall be during the pleasure of
the Board of Directors.
ARTICLE Z. The first Board Of Di-
rector shall consist of the following
directors: Frank B. Sullivan, John p. Sui
Ivan. Sylvan Kronheim, and the first
officers of said Corporation shall be Frank
b. Sullivan as President, John p. Sullivan
as Vice President, and Sylvan Kronheim a
Secretary Treasurer. who shall serve as
such until the First Qst) Monday in June,
1922, or until their successors are duly
elected and qualified.
| ARTICLE 8. No stakeholder shall ever
be liable or responsible for the indebted
ness, faults or defaults of this Corpora
ton. nor shall any mere informally in rhe
organization of the Corporation have any
effect of rendering the Charter null, or of
exposing the stockholders to any liability
beyond the unpaid balance, If any on his
stock subscription.
| ARTICLE 8. Stockholders meeting for
the election of directors shall be held at
the dOmicile of the Corporation after if
teen (15) days notice in writing to each
stakeholder shall have been given by DE-
posting said notice in the United States
: pOstoffice.
ARTICLE 10. Whenever this Corpora
ton is dissolved, either by Limitation or
for any other cause, its affairs shall be
liquidated by the Board of Directors, who
are hereby vested with full power to sell
any and all assets of the Corporation,
/ UT III anu 10 COIL
vey full and complete title thereto, and
who shall have full power and to do and
perform all acts necessary and proper
fully and completely to liquidate the
affairs and to distribute the proceeds, if
any, among the stockholders of this Cor
poration, in accordance with the proper
tionate number of shares held by each
stakeholder.
ARTICLE IL. This Act of Incorporation
may be amended, altered or this Corpora
ton may be dissolved by vote of two
thirds q ~ of the shares of the total
amount of stock issued at a meeting con-
vened for that purpose after fifteen (15)
days notice in writing, mailed to the last
known address of each stakeholder.
Thus done and passed, at my Notarial
Office, in this city of New Orleans, State
OF Louisiana, on the day, month and year
above written, in the presence of Myles F.
Byrns and NJ. r. Newhauser, competent
witnesses, who have hereunto signed their
names, together with the appearer and me.
Notary, after due reading of the whole
| DAVID SESSLER,
| Notary Public.
June 30-Aug. t.