The herald., 1921-10-06
CHARTER.

I 10 ne tOlllpOStO Vi uOI lt6S IMAM AOHA ~
stockholders, majority OF whom at any
time shall constitute a quorum. SAID III
reCtOrs shall be elected annually on th'
second Monday in September in each year
o. except the first board appointed in TIL,
, charter who shall hold their Offices unit
, the second Monday in September. 1922.
r All such elections shall be held by bal
lot and conducted at the office of said
corporation under the supervision of three
| 90 commissioners to be appointed by the
board Of directors. Notice of such clcc-
tons shall be given by the secretary Of the
/ company by written notice thereof de
livered personally or by depOSiting same
in the post Office, properly addressed 10
each stakeholder, at least thirty (5O) days
preceding each meeting.
At all such elections and at all corporate
meetings every stakeholder shall be IN
titled to one vote for each share of stock
standing in his name on the books of the
corporation, 10 be cast in person or by his
written proxy and majority of the votes
I cast shall elect.
Any vacancy occurring among the di-
rcctOrS by death, resignation or otherwise
shall be filled by election for the remainder
OF the term by the remaining directors.
! y failure to elect directors on the date
! above specified shall not dissolve the cor
/ poration nor impair its corporate manage
! mcnt, but the directors then in Office shall
I remain in office until their successors are
. elected and qualified.
The board Of directors shall elect from
/ Their own number Il president and a vice
] Ii'N4Nf4il ntA Sudll ilSO eject Il secretary
ana treasurer. Each director shall have
the right 10 name and appoint 4 proxy to
act Tor him at all meetings of the board
I OF directors. They shall have power and
authority 10 appoint a general manager to
, conduct the business of the corporation
under such authority as may be granted
by the board Of directors, from time to
time, ana they may, from time to time,
ana agents as may be deemed necessary
LOT the purpose and business of the cor
porailon. They shall have power to fix
ana define the duties of every officer and
employee and all officers and employees
~uaIl mold Office and employment 1T the
"I- 1SuIe of the board.
ID" board may make and establish ~
wen as alter aLd amend any and all by
laws, rules and regulations necessary and
named and undersigned. personally came
ana appeared. ). Alfred Levy and Clarence
h"itN ana other obligations and generally /
TO 40 al things reasonable. convenient and
Lr'esNary for the proper carrying on of
the business of the corporation.
u" hoard may issue full paid shares of
STOCK Tor cash or in payment of Tabor /
zone or property actually received by said /
corporation.
ARTICLE VI-Any stakeholder owning |
zen tIOl or more shares of the capital 1
STOCK 81 this corporation shall have the |
II-hl 10 dissolve the corporation, provided .
hr gives at least six 90 months notice to 4
the other stockholders of the corporation 1
ana 10 the directors of the corporation of .
corporation At the date set in said notice
Tor the dissolution or liquidation of the .
corporation, the directors and stockholders |
OF the corporation shall vote for the dis
solution and liquidation of the CORPORA
tIon; but, should the directors and stock
holders OF the corporation fail or refuse
TO Note Tor Its dissolution and liquidation.
thtH ana Ill that event the Stuck holder 50
demanding the dissolution of the CORPORA
tIoh shall have the right to liquidate the
corporation upon his vote alone
The provision hereuabOye set forth Civ
lnE Stockholdcr the right to demand the /
dissolution and liquidation Of the CORPORA !
tloh Is not intended TO prevent the direc-
tors ana stockholders from liquidating the
corporation according to law at any time
previous to the demand of such stock
holder, but is intended only to give such
>lo'hh"lder re right TO dissolve the cor
pOratiun should the directors and stock
holders tall - dissolve or liquidate accord
.HS TO law the corporation after the six
months notice as hereinabOve provided for
W Ia, never this corporation may be dis
solved, either by limitation or for auy
other cause. its affairs shall be liquidated ,
~ threr 90 commissioners who need not
De stockholders or directors. which said ,
,oI"mIssl0ners may be selected IN accord {
ihce with law by a vote of the stock ,
iollerS, and, in the event that the stock :
1".d"rS fail or refuse to select the said .
commissioners in accordance with law. !
men said commissioners may be selected / .
y the stakeholder who has demanded the I,
dissolution or liquidation of the corpora ,
ion in accordance with the provisions of .
his charter.
Ice until the affairs of the CORPORATION !
nan nave been fully liquidated. In case =
inc itath OF one of or more Of said .
commissioners, the vacancy shall be filled n
Y the surviving commissioner y
ARTICLE VII. This act of incorpora- =
on may De modified, changed or altered a.
no me capital stock may be increased or ,,
rcreased in accordance with law provid- ]"
L. however that zach Sf,rEhnlJ.r han
e gwen written notice at least thirty @
'"l days prior to the date when the I
.ochholders meeting is called for the u
ifpOse, provided said notice shall state n
he respect in which said act of incorpOra- b,
on is to be modified, changed or altered a
ITS capital stock increased or decreased ! I'll
ARTICLE VIII No stakeholder shall III
ave the right to sell or otherwise dis IL
'>e or the stock of this corporation with II
II llrst offering the same in writing to %
e Board of Directors of this corporation M
rough ITS president, which Board shall IL
I'VE thirty days after notice within which | III
accept or refuse the offer. Should the al
para OF Directors accept the offer said ~
rectors shall he entitled to purchase pc
ock SO offered at par irrespective of the nv
'Ok value of the stock and irrespective Ell
what offer has been made for the stock ~
case the Board of Directors accent the IeI
Ter TO purchase the stock, then the di- III
ctors (other than the one offering to su
I'D shall have the right to purchase the IN
Dck IN the proportions in which the said Ia
rectOrs are stockholders of the CORPORA or
IN. Should the said Board of Directors 500
II TO avail themselves of the privilege do
purchase the stock within said period .
time, then the said stock so offered foI
~ be sold to any other person or per- an
;. - - ri"
ARTICLE IN. No stakeholder shall oyer to
held liable or responsible for the con- all
cts, faults or debts of said CORPORATION VA
any sum further than the unpaid bal fru
e que the corporation on shares of stock as
ned by him, nor shall any mere inform frll
~ IN organization have the effect of gcI
iutflhS TINS Charter null or of eXpOs- tie,
Stockholder to any liability beyond con
unpaid amount remaining due on his sal
: 6;r,c cid
NRTlCLE y. II. vogemann. of Ham. rio,
z, Germany; c. GOudriaan of Rotter
n, holland; j. GOedhart, of Rotterdam cor
IIand' and Richard VOgemann, of Ham five
<, Germany, have been chosen and Sc ma
ed as the first Board of Directors of dol
corporation, with the said H. Voge- 4
m as president, c. GOudriaan, as vice cor
slueht; D. Goedhart, as treasurer, and Sha
s,'dh 'OSSnahh' as secretary, to serve lars
Such until the second Monday in SEN com
Der, 1922, or until their successors r.
g been elected and qualified non
ne subscribers hereunto have respec- bv
~ written opposite their names the of 4
'unt OF the stock of this corporation Dras
'cTloed Tor by each of them and this rsta
OF incorporation shall serve as tho nj
maj subscription list of this corporo or n
ms done and passed. at nv office in \,
Clty OF New Orlcahs, in the presence mo
oSeph Bayle and Frederick +. Gems mad
'oiiipetsht witnesses who have here Al