The herald., 1921-09-22
LIlsAn LEN.

, | Charter, VINO Snail uOlu lhelE Oh'NSo NA'A
!, | The second MOnuay III September, 1S%-'
All suCn elections snail DC nelu Dy Ddi
lot ana conducted at the Onlce Oh SAT-
corporation under the supervision OI lnle'
| (5y commissioners TO be appointed by th'
BOARD OF directors. Notice OIL such eleC
lOnS shall be gwen by the secretary Oh the
company by written notice thereof de
hyered personally or by ueposItlnS SAME
III The post office, properly addressed u
eacn stOCkholQer, at least thirty l0UJ ia!
preceding eacu meeting.
Al all such elections and at all corporate
meetings every stOckhOIder snail De en-
titled 10 one vote tor each share Oh stoch
standing in his name on the books Oh tht
corporation, TO be cast III person or by MS
written prOX! ana d maJOIlty OIL the votes
cast snail elect.
ANY vacancy occurring among the di-
! reCIUrs by ueath, resignation or otherwise
! snail be nIled by election Tor the remalnder
OF the term by the remaining directors.
y failure To elect directors on the date
above specified shall not dissolve the cor
pordtIOn nor impair Its corporate manage
ment, out the directors then III onlce small
! remain III Office until their SUCCESSORS are
| elected and quallned.
! Inc board OF directors shall elect from
| their own number presluent ana vice
/ president. they snail also elect d secretary
ana d treasurer. Each director snail nave
the rlght 10 name ana appoint proxy TO
act Tor MN AT all meetings OF the board
OI directors. They snail nave power and
/ authority 10 appoint general manager to
| cOnuuct the business of the corporation
unuer sucn authority as may be granted
Dy the DOaru ot directors, from time 10
| time, and they may, from time To time,
name and appoint all such other officers
| ana agents as may be deemed necessary
| Tor the purpose and business OF the cor
pOratlOn. They snail have power to INK
ANA denne the duties Oh every officer ana
employee and all officers and employees
SNAIL mold Office ana employment at the
| pressure of the board.
no mn nak nd sf1h iSh "a
Wen as alter and amend any and all by
laws, rules and regulations necessary and
named and undersigned. personally came
anu appeared, 5. Alfred Levy and Clarence
notes and other obligations and generally
To DO ali things reasonable, convenient and
Necessary Tor the proper carrying on OF
| the business of the corporation.
The board may issue 1ull paid shares of
stock tor cash or in payment OF labor
done or property actually received by said
corporation.
ARTICLE VI-Any st@ckholder owning
ten (lO) or more shares of the capital
stock OF this corporation shall have the
right TO dissolve the corporation, provided
he gives at least six 90 months notice 10
the other stockholders of the corporation
ana 10 the directors OF the corporation OF
his intention to dissolve and liquiuate the
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
ton; but, should the directors ana stock
holders of the corporation fail or refuse
TO vote for its dissolution and liquidation,
then and in that event the stockholder SO
demanding the dissolution of the corpora
ton shall have the right to liquidate the
corporation upon his vote alone.
The provision hereinabOve set forth Civ
ing stockholder the right to demand the
dissolution and liquidation of the corpora
ton is not intended TO prevent the direc-
tors and stockholders from hquidating the
a I'M
previous to the demand OF such stock
holder, but is intended only to give such
stakeholder the right to dissolve the cor
poration should the directors and stock
holders fail to dissolve or hquidate accord
ing to law the corporation after the six
months notice as hereinabove provided for.
Whenever this corporation may be dis
solved, either by limitation or for any
other cause, its affairs shall be liQuidated
by three go commissioners who need not
De stockholders or directors, which said
commissioners may be selected in accord |
ance with law by vote of the stock |
holders; and, in the event that the stock |
holders fail or refuse to select the said |
commissioners in accordance with law, |
then said commissioners may be selected |
Oy the stakeholder who has demanded the |
dissolution or liquidation of the corpora |
ton IN accordance with the provisions of |
this charter
flee until the affairs of the corporation |
shall have been fully liquidated. In case |
of the death of one of or more of said |
commissioners, the vacancy shall be filled |
by the surviving commissioner.
ARTICLE VII. This act of incOrpora-
ton may be modified, changed or altered !
and the capital stock may be increased or
decreased In accordance with law, provid.
ed, however, that each stakeholder shall |
be given written notice at least thirty
800 days prior to the date when the
stockholders meeting is called for the
purpose, provided said notice shall state
q N w or of |
ton is to be modified, changed or altered
Or its capital stock increased or decreased.
ARTICLE VIII. No stakeholder shall
have the right to sell or otherwise dis
pose of the stock of this corporation with
out first offering the same in writing to
the Board of Directors of this corporation,
through its president, which Board shall
have thirty days after notice within which
10 accept or refuse the offer. Should the
Board of Directors accept the offer, said
directors shall be entitled to purchase
stock so offered at par irrespective of the
book value of the stock and irrespective
If what offer has been made for the stock.
IN case the Board of Directors accept the
'ffer to purchase the stock, then the d.
reetors (other than the one offering to
'elD shall have the right to purchase the
Itock in the proportions in which the said
directors are stockholders of the corpora
ion. Should the said Board of Directors
o purchase the stock within said period
II time, then the sMd stock so offered
nay be sold to any other person or per-
ons.
ARTICLE TX. No stakeholder shall ever
Re held liable or responsible for the con-
racts, faults or debts. of said corporation
n any sum further than the unpaid bal
nee due the corporation on shares of stock
wned by him, nor shall any mere inform
lity In organization have the effect of
this Charter null or of expos
ng stakeholder to any liability beyond {
he unpaid amount remaining due on his
took. {
ARTICLE X II. vogemann, of Ham. {
urg, Germany; c. Goudriaan, of Rotter-
am, Holland; J. Goedhart, of Rotterdam e
holland, and Richard Vogemann, of Ham
urg, Germany, have been chosen and Sc \
,cted as the first Board of Directors of q
his corporation, with the said H. Voge-
lann, as president, c. Goudriaan, as vice c
resident, j. Goedhart, as treasurer, and
ichard Vogemann, as secretary, to serve i
; such until the second Monday in Sep c
emDer, 1922, or until their successors
ave been elected and qualified.
Inc subscribers hereunto have respec- o
vely written opposite their names the o
mount Of the stock of this corporation p
described for by each of them and this r.
e of incorporation shall serve as the
riginal subscription list of this corpora o
on. Il
Thus done and passed, at my office, in
le CITY OF New Orleans, in the presence u
Joseph Bayle and Frederick +. Gems n
T, competent witnesses, who have here
nto signed their names, together with p
lie said appearers and me, Notary, after ie
ne reading of the whole. le
Original signed: d
ID. Nogemann, Hamburg, Germany 10 d
lares, 500. by r. Vogemann; c. Goud-
II al. ~ 1 n