The herald., 1921-04-07
CHARTER


No stakeholder shall ever be held liable
or responsible for the faults, contracts or
debts of this corporation in any further
sum than the unpaid balance due the cor
poration on the shares of stock subscribed
for by him. nor shall any mere informality
in the organization have the effect OF
rendering this charter null or of exposing
any shareholder TO any liability whatso-
ever.
This corporation shall not engage in1
business until One hundred thousand $780,
OO0.O0) Dollars of the capital stock has
been issued and actually paid in, either IN
cash, property, or services as aforesaid
if any of the stock of this corporation is
exchanged in whole or in part for property
or good will, in that event the provisions
of Section three go of Act 261 of 1914 shall
be strictly complied with.
ARTICLE VAN the corporate powers
of this corporation shall be vested in and
exercised by board of directors composed
of three stockholders. each of whom shall
own, in his own right, during his term of
office, at least one full-paid and unpledged
share of the capital stock. which shall be
shown by his written declaration, two i2)
of whom shall constitute quorum for the
transaction of business, provided that the
board of directors shall have the right at
any time to increase the number of di-
rectOrS 10 not more than five 90.
The officers of this corporation shall
consist of Il president. vice president. sec
rotary and treasurer, all of whom shall be
members of the board of directors. Any
two offices, but no more, may be combined,
if desired, and held by one and the same
person.
The following named persons shall con
stitute the first board of directors of this
corporation. tO-wit: j. Eugene Pearce No.
/ Dunleith Court, New Orleans, La; Hilton
]. Hermann, 1919 State Street Drive, New
Orleans. La; and st. Clair Adams, 1925
st. Charles Avenue, New Orleans, La. with
j. Eugene Pearce as president and treas
urer, st. Clair Adams as vice-president
and Hilton J. Hermann as secretary, and
these officers shall serve until the second
Monday in March in the year 1922, or until
their successors have been duly elected
and qualified.
Thereafter the directors shall be elected
annually on the second Monday of March
in each year, beginning with the year 1922
all elections of directors shall be by ballot
and each stakeholder shall be entitled TO
one vote for each share of stock standing
in his name on the books of the corpora
ton. this vote 10 be east in person or by
proxy, and it shall require a majority of
the stock present or represented to elect.
Failure to elect a board of directors on
| on the second Monday in March 1922. or
annually thereafter, shall not work for
fixture of this charter, but the old board
of directors shall remain in office until
| their successors are elected and qualified.
ARTICLE VI.-The board of directors
shall hold regular meetings at such times
| pOratiOn. These meetings shall be held
| at the domicile of the corporation, but the
president may call special meetings of the
board of directors at such times as he
| may deem advisable, and he shall be re-
quired to call such special meetings when
| ever requested to do so by three members
| of the board of directors. Three days
| notice of such special meetings shall be
| given in writing to the directors unless
waiver of notice is signed by the directors
| Any vacancy occurring on the board, either
| from death. resignation, or inability e
| serve, shall be filled by the board of di
| rectOrs at its next regular meeting after
| such vacancy shall have occurred. TIL,
| first board of directors of this corporation
| shall be required TO draft suitable bylaws
| for the government of this corporation
which may be altered. amended or changed
| as the exigencies of the case may require
ARTICLE vII-The stock of this cor
| pOration may be transferred provided
such transfer shall be recorded upon tn,
| books of the corporation before it shall
| be required to recognize the transfer o
the new holder of said stock. The tOta
amount of the subscribed stock, as hereil
! set forth, is the sum of Two hundre,
thousand (S2000O0.OO) Dollars, which i
| hereby authorized to be issued fully pait
and worcestershire, for cash, or in eN
change for property or services according
to law. That, save as hereinafter pro
vided. no share or interest in the compan
shall at any time be transferred to an
person not already a shareholder, so lon
as any shareholder is willing to purchas
said share or interest at the prescribe
price. That in order to ascertain whethe
any shareholder is willing to purchas
any such share or interest. the person
whether a shareholder of the company o
not. proposing to transfer the same hereir
after called the retiring shareholder.
shall give notice in writing TO the cOmpan
that he desires TO transfer the same, an
such notice shall constitute the 'compan
| 70 hn oil Of ha Sh ar ut Ia.
interest TO any shareholder of the cOmpan
/ at the prescribed price. That if the con
pany shall, within the space of thirty day
after such notice find a shareholder desil
ing to purchase such share or interes
, hereinafter called the purchasing share
holder" and shall give notice thereof I
the retiring shareholder. he shall be bOun
at such time within fifteen days thereaft'
as the company shall appoint upon pa!
ment of the prescribed price, to transit,
I such share or interest to the purchaSin
. shareholder. That if in any case the r.
firing shareholder after becoming bOun
/ as aforesaid, makes default in transferrin
such share or interest, the company ma
4 receive the purchase money and shall Their
: upon cause the name of the purchasir
q shareholder to be entered upon the re-
lister as the holder of such share or int
: est. and shall hold the purchase money
. trust for the retiring shareholder. his e.
n ecutOrs, administrators, or assigns al
. the receipt of the company for the pu
r chase money snail ne EOou vi
. charge to the purchasing shareholder, al
: he shall not be bound to see to the a
9 plication thereof, and after the name
n the purchasing shareholder has been e
y tered in the register in purported exerci
4 of the aforesaid power, the validity of d
|. proceedings shall not be questioned by al
person, and the purchasing sharehOld
q shall be deemed and taken to be the own
y of the said share or interest That q
) | prescribed price shall mean the amou
a paid in on such share or interest, plus q
> prOportiOnate part of undivided pr0h
q provided that If instead of there being u
n divided profits there exists an impairme
/ | of capital of the said company, then {
;, proportionate part of such impairme
% shall be deducted from the amount pa
! in upon such shares or interest in asct
~ tanning such prescribed price. That [
n company shall in all cases on receivi
:. notice of desire to sell stock as afOresai
n allow the other shareholders the Oppt
10 tunity to take same in proportion to th'
Il respective holdings Of stock in the col
a pany, making all necessary adjustments
"a purpose giving the preference in all cas-
" to shareholders who have the largest hol
10 ings.
Is ARTICLE vIII.-This charter may
modified, altered, the capital stock the
p of Increased, or decreased, or the corpo
p ton may be dissolved with the assent
N two-thirds of the capital stock present
ID represented at any meeting of the stoC
If holders held for that purpose, after pr
NJ | notice in writing to each stakeholder
y mailed to him at his last known postoff
address, all in accordance with the ter
es of Act 267 of 1914.