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

q
provided, that in the interval between
| stockholders meetings the Board ltseI1
may elect additional Directors within tine
maximum limit above provided, II the
stockholders shall not have elected the
same majority of the Board shall con-
stftute a quorum. Said Board Of Directors
shall be elected annually at stockhold-
ers meeting to be held annually at the
Office of the corporation on the third Tues
day in January Of each year Tor the next
legal day IL that be holiday after notice
given to each stakeholder by mail at least
fifteen days before the date Of the meet
ing, addressed to the last designated ad-
dress of the stakeholder, or il he has
designated no address, to the General De-
livery at New Orleans. Special meetings
of the stockholders may be called by the
Board at any time and notice thereof shall
be given in the manner provided for an
nual meetings; provided that in all cases
all notice may be waived by unanimous
consent. Each shareholder shall be en-
titled to one vote for each share Of stock
standing in his name on the books of the
corporation, said vote to be cast in per-
son or by proxy and majority OF the
votes cast shall elect. Failure to elect
Directors on the day above specified shall
not dissolve the corporation but the Di-
rectors then in Office shall remain in office
until their successors are elected. Inc
Board of Directors shall have power to
fill all vacancies which may occur or in
any manner arise or be created on the
Board. even though no quorum remain at
the time such vacancies are 10 be filled.
The Board shall elect from their number a
president, a Yice-President and 4 Secre-
Treasurer; provided that from time
to time the Board may dispense with any
of said officers and, or may combine and,
or separate any of them and, or may elect
such other officers as they may think
proper or convenient for the carrying on
of the Company's business, and may pro-
vide that such officers may not be MEM
bers of the Board of stockholders; and
. haxr ghan Gx- ha Cala nj Of ha off
agents and employees. At any meeting of
the Board of Directors, any Director alb
sent from the meeting may be represented
by any other Director who may cast the
vote of the absent Director according to
the written instructions. either general or
special, of said absent Director. The Board
of Directors shall have authority TO make
and establish, as well as alter and amend,
all bylaws, rules and regulations neces-
Sary and proper for the support and man
agement of the business and affairs of
this corporation and not inconsistent with
this charter; and they shall have power
to authorize the borrowing of money and
the issuance of notes and the execution of
pledges and mortgages, and generally to
do all things necessary or convenient for
the proper carrying on of the business of
the corporation.
Until n general meeting of the stock
holders for election of Directors TO be held
in 1922, or until their duly qualified sue
cesSOrs are elected and installed, the
the following:
Felix p. Vaccaro, 3i4 Camp Street New
Orleans. La; Salvador D'AntOni. 3i4 Camp
Street, New Orleans, La; X. Z. Batson,
80 Camp Street. New Orleans, La: Il. J.
de Mond. Chalmette, La; Monte NJ. Lee
mann, 1104 Hibernia Bldg, New Orleans,
La.
Provided that the Board above named
and any succeeding Board may choose adj
ditional Directors within the total numeri-
cal limit of the Board whenever such total
limit shall not have been filled by the
stockholders. OF the foregoing Directors,
Salvador D'Antoni, Vice President, and X.
p. Batson, Secretary-Treasurer.
ARTICLE VI.-This act of incorporation
may be changed, modified or amended, or
the corporation dissolved, by a vote of
two-thirds of the entire capital stock pres
ent or represented at a general meeting of
the stockholders convened for such pur-
pose, after previous notice shall have been
given in the manner above required to be
given OF the annual meeting of the cor
pOration.
ARTICLE Wilt this corporation shall
be dissolved, either by limitation or from
any other cause, its affairs shall be liqui-
dated by three commissioners to be ap-
pointed at the meeting Of stockholders con-
vened for the purpose of liquidation and
to be elected by the vote of all the stock
holders voting upon a parity. Said lqui-
dators shall remain in Office until the af-
fairs of the corporation shall have been
fully settled and liquidated, and they shall
have full power and authority to trans
fer and give title to all the property and
assets OF the corporation and to distribute
the proceeds. In case of death. disability
or resignation of one liquidator. the va
cancy shall be filled by the survivor
ARTICLE VIII.-No stakeholder shall
ever be held liable or responsible for the
contracts or faults of said corporation in
any further sum than the unpaid balance
due on the shares of stock owned by him,
nor shall any mere informality in organi-
zation have the effect Of rendering this
chaTter null or Of exposing any stock
holder to any liability beyond the unpaid
balance due on his stock.
In order that this charter may serve as
the original subscription list, the sub
scribers hereto have indicated opposite
their respective signatures the number of
them.
Thus done and passed at my notarial
once In the City of New Orleans, State
OF Louisiana, on the day, month and wear
nrst hereinabove written, in the presence
OF l.. Vaccaro and George Perez, compe-
tent witness, who have hereunto subscrib-
ed their names together with me, Notary,
and the said appearers, after due reading
of the whole.
tORIGINAL SIGNED):
witnesses: l.. Vaccaro, George Perez
WATTS K. LEvERICH.
Notary Public
l. the undersigned, Recorder of Mort
cages, In and for the Parish of Orleans,
state or Louisiana, do hereby certify that
the above and foregoing Act of Incorpora-
tlon OF the Chalmette Oil & Refining Com
pany, Inc, was this day duly recorded in
my office, in Book 1926. Folio ~
New Orleans, Jan. "a. 1921.
!Signed) ROBT. SCOTT, D. r.
A true copy.
WATTS K. LEvERICH.
Notary Public.