The herald. [volume] (New Orleans, La.) 1905-1953, 1921-07-21
CHARTER.

Il
| in nrint on the face of the certificates Oh
| stock issued by this corporation 10 De
| binding upon each and every person 10"
| or hereafter becoming a stockholder herein'
All pledges, hypothecauohs OF ,;,ns with
cumbrances Of said stock or dealings win
reference thereto shall be subject to sald
provision. -, 81
The holders of the preferred stock OF
this corporation shall be entltleu 20 re-
ceiya from the surplus or net proIlts oI
the corporation such yearly cumulative
dividends as the Board of Directors may
detrmine upon, provided II snail NOT H
less than eight per cent (Sfo). NO uNl-
dend ut all shall be paid to the hOlders
| of tbe Common Stock of this corporation
until the preferred stock shall nave re-
ceived dividends equalling, in the aggre
gate, the sum total of the par 'alue ol
said stock Thereafter the net prollts
shall be divided equally between the pre-
| ferred and common stock, in amounts 10
| be fixed by the Board of Directors, TO De
| paid at periods to be also determined Dy
| the Board.
| ARTICLE y-All the powers of this
cOrporation shall be vested in Board or
! Directors to be made up OF not less imam
three nor more than seven Directors, all
of whom shall be shareholders in this cor
corporation. The exact number or d.
rectors within said limits shall be fixed
| from time to time by vote OF the Stock
holders at the annual meetings or at any
special meeting called for that purpose !;
provided that in the interval between
| stockholders meetings the Board may
elect additional Directors within the nm,
its mentioned, If the stockholders shall
not have elected them. majority or
the Board shall make up quorum. Inc
| Board shall be elected annually at
stockholders meeting, which shall be held
each year at the office OF the corporation
on the last Wednesday in June of each
year (or, If that be a legal holiday, then
the next legal day., after notice to each
stakeholder sent by mail at least fifteen
| 15) days prior to the date fixed for the
meeting. addressed to his last designated
post office address; and IL he has desig-
mated no such address, 1t shall be mailed
| to him in care of General Delivery at
New Orleans. Special meetings of stock.
holders may be called by the Board at
any time, provided the same kind OF
notice shall precede the holding Of such
meetings. at all times notices may be
waived by unanimous consent Of all stock
holders. Each stakeholder shall be en-
titled to one vote for each share of stock
standing in his name on the books OF the
| corporation, TO be cast in person or by
proxy, and a majority of the votes cast
shall elect. Failure to elect Directors on
the day fixed shall not dissolve the cor
poration but the Directors then in office
shall continue to serve until their success
sors are elected. The Board shall have
power to fill all vacancies which may
| occur in any manner even though no
quorum remain at the time such vacan-
cies are to be filled. The Board shah
elect from among their number Presi-
dent, a Vice-President, and a Secretary
Treasurer. The Board may dispense
with any of said officers may combine
or separate any Of them, and it may elect
such other officers as they may think
proper or convenient for the carrying on
of the Company's business; and it may
provide that such officers may not be
members of the Board of Stockholders:
and they shall fix all salaries of its Of
| ficers. agents and employees. At any
meeting of the Board of Directors, any
| be represented by any other Director who
may cast the vote of absent Director ac-
cOrding to such instructions as he may
receive in writing from such absent Di-
| rector. The Board of Directors shall have
authority to make and establish, and alter
and amend all bylaws, rules and regu-
lations necessary and proper for the sup
port and management of the business and
affairs of this corporation; and they
shall have power to authorize the borrow
| ing of money and to issue notes and the
execution of pledges and mortgages. and
generally to do all things necessary or
convenient to properly carry on the bust
ness of the corporation.
Until a general meeting of the stock
holders for election of Directors shall be
held in the year 1922, as herein provided,
| or until their duly qualified successors
| are elected and installed, the Board of
Directors of this corporation shall consist
sas; Addison G. Darden, No. 1885 Soniat
Street, New Orleans. La: and Harry w.
Bechtell. No. 100 Fern Street, New Or
leans. La. of whom Ralph A. Keaton shall
be President Addison G. Darden shall
he Secretary Treasurer, and Harry w
| Bechtell shall be Vice-President. The
Board so named. or any succeeding Board,
may select additional Directors, within
| the limit prescribed above. If such total
| limit shall not have been filled by the
stockholders.
ARTICLE vI.-This act of incorpora-
! ton may be amended or changed, or the
corporation may be dissolved, by a vote
of two-thirds of the entire capital stock
present or represented at a general meet
| ing called for that purpose previous no
| tice Of such meeting having been given
as hereinabove required for annual meet
| ings.
ARTICLE Wifi this corporation shall
be dissolved, whether by limitation or for
any other cause, its affairs shall be H.
| quidated by three commissioners appoint
ed at a meeting of stockholders convened
for the purpose of liquidation and elect
ed by the vote of all the stockholders
voting. Said liquidators shall stay in
office until the affairs of the corporation
shall have been settled and iquidated, and
they shall have full power and authority
to transfer and give title to all the prop
erty and assets of the corporation and
to distribute the proceeds. In case of
death, resignation or otherwise of a IL
quldator, the vacancy shall be filled by
the survivor or survivors.
| ARTICLE VIII.-No stakeholder shall
| be held liable or responsible for the
contracts or faults of said corporation in
any further sum than the unpaid balance
due by him on the shares of stock owned
by him; and no mere informality in orga-
nization shall have the effect of rendering
this charter null or of exposing any stock
holder to any liability beyond the unpaid
part due by him on his stock:
| mat this charter may serve as the ORR
ginal subscription list the subscribers
| hereto have indicated opposite their respec-
tive names, the number of shares of stock
subscribed for by each.
| THUS DONE AND PASSED, in the CITY
OF New Orleans the day, month and wear
first above written, in the presence of
Russell Pool and Ethel Heatherly, com.
petent witnesses residing in this CITY,
who have hereunto signed their names
with appearers and me, Notary, after due
reading of the whole
(ORIGINAL SIGNED). A. G. Darden,
40 shares preferred stock. r. A. Keaton,
80 shares preferred stock. n. w. Becb
tell, D shares preferred stock. Henry
Schaffnit, shares preferred stock. w. j.
packard, 3 shares preferred stock c. Full
ton, by A. G. Darden, 8 shares preferred
stock. g. C.. Darden, by A. @. Darden.
shares preferred stock. L. K. Gourer.
one share preferred stock. w. +. Darden
by A. G. Dardn, 1-2 shares preferred
stock. Robt. Darden, by A. G. Darden.
21-2 shares preferred stock A. III. Darden'
py A. g. Darden, shares preferred stock.
j. W Vardaman, by A. G.. Darden, 8 shares
preferred stock
Russell Pool. z: Heatherly.