The herald. [volume] (New Orleans, La.) 1905-1953, 1921-05-05
CHARTER

the amount truly paid for the stock and
facts showing the entire bona hdes OF the
transaction.
The shares of stock of this corporation
shall be transferable only upon the books
of the corporation, and no transfer OF any
stock shall be binding or have any ei-
effect, upon the corporation, unless, ana
until, made upon its books; and a prior
lien OH all shares of stock shall be re-
tanned by this corporation on the STOCK
of any shareholder for any Indebtedness;
secured or unsecured, however, evidenced
or created due at any time TO the cor
poration by the holder of the stock, and
no transfer of stock shall be made III con
traveutiOn of these conditions.
ARTICLE V.-The corporate powers of
this corporation shall be vested in and
exercised by. Board of Directors, con-
sisting of three stockholders, ana TWO
members of the Board shall constitute a
quorum for the transaction of business.
The first Board of Directors shall be
composed of William Sterling Flynt,
Eunice Louise Elynt and Walter Freeman
Riggs, whose pOstotlice address Is New or.
leans, Louisiana, William Sterling Flynt
shall be the President of the corpora
ton; Eunice Louise F1ynt the Nice-Presi-
dent, and Walter Freeman Riggs the Sec
rotary and Treasurer, all OF whom shall
serve until the first annual election OF Of
ficeTs, hereinafter set forth, or until
their successors are elected and qualified.
The first annual meeting for the cleo
ton of officers of the corporation, who
shall be a President. Vice President, and
Secretary and Treasurer, which last office
shall be combined in one person., shall be
| held on the second Tuesday of, April,
1922, and on the second Tuesday of April,
of each year thereafter, unless such day
should be a holiday, or half holiday when
the meeting shall be held on the next
| succeeding day, not a holiday or half
| holiday. All such elections shall be by
ballot, and held under the supervision of
| two commissioners. to be appointed by
| the Board of Directors. For all elections
Inf nv ha Cfn hold at DSf
| fifteen days notice shall be given to each
| stakeholder by written notice served per
sonally on the stakeholder or mailed to
him at his last known place of residence,
as shown by the books of the corpora
J ton. Each stakeholder, of record as
. such on the books of the corporation, shall
share of stock held by him in all cases
J in which stockholders may vote, and such
| vote may be cast in person or by proxy
| in writing, which shall be filed with the
] Secretary.
Immediately upon their election, the
| Board of Directors shall elect from their
number the officers of the corporation. \
| failure, however, to hold an election of
any character, called for by this charter,
| shall not inyalidate this charter or affect
| the existence of the corporation. but the
| persons in office shall so remain until
| an election is held and successors in Of
| flee qualified. The Board of Directors
| shall have authority at any time to APP
point an notwithstanding, or Assistant
| Treasurer. or both, who shall be clothed
| with such functions as the Board of Di-
| rectOrs may determine. Such Assistant
! Secretary or Assistant Treasurer shall
| not, however, be a member of the Board
| of Directors, and need not be stock
| holder of the corporation.
| All vacancies occurring on the Board of
| Directors between elections shall be filled
/ by the remaining Directors for the un-
expired term of said Board; and any Di-
rector shall be entitled to appoint by
written proxy, to be filled with the Score
| tary, another Director or stakeholder to
| act for him Director, when such Direc-
| tor cannot himself act.
All employees of the corporation shall
| hold their positions subject to the Board
| of Directors.
The Board of Directors shall be entitled
| to draft bylaws, rules, and regulations
for the corporation and the transfer of
| stock, not inconsistent with the provisions
| of THE charter or any provisions OF law,
provided the stockholders may them
| selves amend, modify, or change any by
laws regulating the stockholders meet
ings.
Any Director may at any time be re-
| moved by vote of the stockholders, and
| such removal shall ipso facto vacate the
J Office such Director may have held and
| terminate any emoluments of the Office.
| Upon such removal. the Board of Direc
tors shall be entitled to fill the vacancy,
| unless the stockholders should themselves
| elect to do so at the time Of making a re-
moval.
| ARTICLE yI.-Whenever this corpora
I, tion shall be dissolved, whether by ex-
| piration of its charter, or otherwise, two
| liquidating commissioners shall be elected
| by the shareholders to wind up the af
| fairs of the corporation. In the event
of the death of one of these liquidating
! commissioners. or of the inability of one
/ to act, the other chall continue in office
/ alone, unless the stockholders shall see fit
to elect successor to fill the place of the
incapacitated. or deceased, liquidator. The
| meeting to elect such successor shall be
! called in the same way provided for the
meetings for the election of Directors of
| the Corporation.
Thus done and passed, at my Office in
| the City of New Orleans. State of Louis
| lana. on the day, month and year first
| above written, in the presence of Louis
| Albert Murphy and Fernand i. Teissier.
males, over fourteen years of age, resid
| ing in this Parish. competent persons,
who hereunto sign their names with the
aappearers and me, Notary, after due read
ing of the whole.
| ORIGINAL SIGNED:
William Sterling Flynt, 2SO5 Carondelet
Street, 80 shares; Walter Freeman Riggs,
| 1915 Baronne Street. 40 shares; Eunice
Louise Flynt. 2S05 Carondelet Street, 10
shares Mabel Eleanor Riggs, 1916 Ba-
Witnesses: Louis Albert Murphy, E. F.
VIM. ]. FoRMENTo,
1, the undersigned. Recorder of Mort
cages in and for the Parish of Orleans,
State of Louisiana, do hereby certify that
the above and foregoing Act of Incorpora-
ton of the Flynt Varnish Works, Inc.
was this day duly recorded in my Office,
in Book 1858, folio 1888, New Orleans, April
18th, 1921.
| (SIGNED) ROBT. SCOTT,
| by. Rec.
A true copy from the original
| VIM. j. FORMENTO,
Notary Public.
| April 21-May 20.