The herald. [volume] (New Orleans, La.) 1905-1953, 1921-05-12
CHARTER

books of the corporation. an affidavit as TO
] the amount truly paid for the stock ana
! 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 ef-
| effect, upon the corporation. unless, ana
until, made upon its books; and prior
! lien on 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 i'll CON
| trayentiOn of these conditions.
! ARTICLE V.-The corporate powers Of
| this corporation shall be vested IN ana
exercised by, a Board of Directors, con-
| ssting of three stockholders, and two
members of the Board shall constitute
| quorum for the transaction of business.
| The first Board of Directors shall be
composed of William Sterling Flynt,
Eunice Louise Flynt and Walter Freeman
| Riggs, whose pOstotice address is New Or
| leans, Louisiana, William Sterling Flynt
| shall be the President of the corpora
| ton; Eunice Louise Flynt 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
| ficers, as 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
1 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
| ballot, and held under the supervision of
| two commissioners, to be appointed by
the Board of Directors. For all elections
1 of Directors by the stockholders, at least
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
4 such on the books of the corporation, shall
be entitled to east one vote for each
! in which stockholders may vote, and such
\ vote may be east 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. A
| 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
| nee QudlHeu. Inc bOdru Oh DlFeGlOTS
shall have authority at any time to APP
point an Assistant-Secretary, 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 I'M
| expired term of said Board; and any Di-
| rector shall be entitled to appoint by
| written proxy, to be filled with the Secre-
| tary, another Director or stakeholder to
| act for him as 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
I 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
Any Director may at any time be re-
moved by vote of the stockholders. and
| such removal shall ipsO factO vacate the
Office such Director may have held and
| 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 re-
| mOval.
| ARTICLE VI.-Whenever this corpora
| ton 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 corporations. In the event
| OF the death of one of these liquidating
commissioners. or of the inability of one
| to act, the other ehall continue in Office
| alone. unless the stockholders shall see fit
| to elect a 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 +. Teissier,
males, over fourteen years Of age, resid-
who hereunto sign their names with the
appearers and me- Notary, after due read
ing of the whole.
.(ORIGINAL SIGNED):
| William Sterling Flynt 2sO5 Carondelet
Street stTs 50 shares; Walter freeman Rigs,
| Louise Flynt. 2S05 Carondelet Street, Is
shares; Mabel Eleanor Riggs, 1915 Ba-
| rome St., 1 share.
| Witnesses: Louis Albert Murphy, E. F.
| Teissier.
| VIM ]. FORMENTO,
| Notary Public.
I, 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 3S3, New Orleans, April
| 18th, 1921.
| (SIGNED) ROBT. SCOTT,
l. by. Rec.
true copy from the original.
VIM. j. FORMENTO,
| Notary Public.
| April 21-May 20.
AMENDMENT TO CHARTER OF THE