The herald. [volume] (New Orleans, La.) 1905-1953, 1921-11-24
CHARTER.

appertaining to said business; to own
stock in other corporations ana 10 VOC
the same; to establish branches me-, ,S Ss
agencies at any place or places that tns
Board of Directors deem desirable ana
at the option of the Board to carry on
any part of its business and exercise
tn part D, of Its S fersgn Sne
ARTICLE 4-The capital STOCK Oh tnLs
corporation is hereby fixed at the sum
of Fifteen Thousand ($l5OOO0oJ dollars,
hundred and fifty shares of the par value
of One Hundred (S100O0) Dollars each' an
of which shall be Common Stock Inc
amount of capital stock may De x lnc 6oo Ne1
Dollars by vote of two-thirds OF an
outstanding stock and according TO me
laws of the State Of Louisiana. All STOCK
shall be issued for cash or Its equlValeht
or may be issued at not less than par Tor
payment for property actually purchased OF
| for services actually rendered the corPo ,n,,
! ton. or the same may be issued IuIy
| paid for money advanced or for such other
valuable consideration or services as Ihe
| Board OF DiectOrs may determine. me
! corporation shall begin TO do business
when fifty per cent of the capiai stoe as
has been subscribed for and ffty per
! cent of this subscribed capital pald ana
the remainder of the capital stock snaii
| be issued at such times and upon such
! terms and conditions as the Board OF
Directors shall determine, subject to iega i
reouirements All stock shall be fully
| paid and non assessable and no transfer
| of stock shall be binding upon the COM
| pany unless recorded upon the company
! books
No shareholder Of the Company shall at
any time offer for sale or sell his stock
either privately or In the open mark.
without having previously offered sald
stock at its book value to the other STOCK
holders of this Company by means OF a
written communication addressed to the
ranking officer of the Company present
in the City of New orleans at .ne t t'ii nt
! such communication. shall within I'VE
| days of the date of such offer man a
written notice addressed to each stock
address, stating the number OF shares SO
offered and the price thereon; Fallure Oh
any stakeholder to reply within ten GAYS GAYS
| Of the date of said communication, shalI
be considered as refusal on his part
to purchase any Of the stock SO offered.
! Should the number Of shares which the
various stockholders, in reply to SAID
notice. signify their desire TO purchase,
| exceed the number Of shares offered, such
offered shares shall be distributed TO the
prospective purchasers in such proportions
| AS the Board Of Directors deem best. Eacn
share of stock shall entitle the owner
hereof to cast one vote either in person OF
by proxy. at all stockholders meetings
The parties hereto declare that they nave
subscribed for the number OF shares OF
the capital stock Of this corporation SCI
opposite their respective names, so that
this Act of Incorporation shall serve as an
original subscription.
Federico s. Aguilar. a subscriber to
seventy-two shares Of the corporate STOCK
has transferred. conveyed and delivered
to the corporation in full payment and
LIQUIDATION of sixty-four shares OF his SUD-
scription, certain Of his interest In his ex.
listing business at 3o5 Queen x Crescent
Orleans, Louisiana, including furniture
and fixtures, warehouse equipment, auto
mobiles, merchandise on hand, cash or
/ hand and accounts receivable, as shown
in the statement filed herewith. giving a
detailed and itemized description, to-
| gether with the value thereof as APP
praised by the Directors Of this corpora
ton.
| ARTICLE 5.-The business and affairs
of this corporation shall be managed and
conducted by a Board of three directors
who shall all be stockholders. Tht
majority Of the directors Of this cor
SON or by proxy shall constitute quorum
and a majority vote Of those present II
person or by proxy man decide a
questions voted upon. Said directors snal
stockholders on the Twelfth day OF Novem
Der of each year, unless the same sinai
be a legal holiday, when the election shall
be held on the next legal Gay Hrenber
1922 and after fifteen days prior writer
notice having been mailed to each stock
holder Of record to his last know
and each stakeholder shall be entitled Il
cast one vote for each share held by hin
which has been standing In his name OF
the books of the corporation for at leas
ten days prior to the date Of the election
A majority of the entire stock issued an.
outstanding voted at such election shall
elect. Immediately after the election o
said Board of Directors and the adjourn
newly elected Board of Directors shal
elect from among their number the OF
ficers Of this corporation, who shall D.
president. a secretary and a treasurer
The offices of secretary and treasurer ma.
be held by the same person.
The failure to elect Directors or of
ficers as herein provided for shall no
result in the dissolution Of the corpora
ton. but the then Board of Directors ant
officers shall hold their respective office
until their successors are duly elected an
qualified.
Special meetings of the shareholders ma.
be held when ordered by the Board o
Directors and must be held upon tn
request of not less then twenty-five pc
cent. of the outstanding stock after tiftee
days written notice to each stockholde
stating the object or objects of said meet
ing. ANY vacancy occurring on an
Board of Directors shall be filled by tn
remaining members Of said Board for tn
unexpired term at a meeting called 70
that purpose after ten days prior write
notice, the director or directors so electe
to hold office until the next annual stock
holders meeting, but should Ii be i'm
possible for any cause for any vacanc
or vacancies in the Board Of Directors I
be filled by the Directors, such vacanc
or vacancies may be filled by the stock
holders at any meeting called for tina
purpose by the president. Any and a
Directors meetings, the notices for whic
are not herein specifically provided fol
may be called by any officer of this cor
poration upon ten days notice by mai
Any Director shall have the right {
authorize and appoint any shareholder t
vote for him at any and all Director,
meetings, and such proxy shall have an
exercise all Of the powers CT such Direc
tor appointing hiSi.
Whenever 1t is provided in this Act tina
either Directors or stockholders meet
ings may be held after certain prescribe
notices to the directors or stakeholder.
1t Is understood and agreed that any an
all directors and stockholders meeting
may be held without notice, wheneve
holders, as the case may be, waive motto
in writing or are present in person o
by proxy at such meeting or meetings.
The Board Of Directors shall have fu
control of the property of this corporatio
and shall conduct, manage and use tn
same as In their discretion they deer
best and that is consistent with the oh
jects of the Company and its welfar,
and they shall have power to make, alte
and annul such bylaws, rules and regu
lations as they may think proper. The
shall have the further right and powe
to appoint such agent, clerks and en-
their salaries, terms of office and tn
| right to dismiss tham az eoid poo "a