The herald. [volume] (New Orleans, La.) 1905-1953, 1921-12-15
CHARTER.

livery at New Orleans, Louisiana, at least
fifteen days before the date of said meet
ing. Upon elections for Directors, as
upon all other matters, the right to vote
shall be vested exclusively in the COM
mon stock, unless the company be in ar
rears for the annual dividend payments
on the preferred stock, in which event
the sole voting power of the company
shall be in it's preferred stock until the
dividends in arrears shall be fully paid
as hereinabove provided. In case Of any
vacancies in the Directorate through
death, resignation, disqualification or
other cause, a successor 10 hold office
for the unexpired term of the Director
whose term shall be vacant. and until
the election of a successor shall be ap-
pointed by the Board of Directors in ac-
cordance with the written directions of
a majority of the holders of the class
of stock then entitled to vote. Failure
to elect Directors upon the day specified
shall not dissolve the corporation, but
the directors then in office shall continue
in office until their successors are elected
and qualified. The Board of Directors
at the first meeting following each an.
nual election shall elect from their num-
Der president and one or more vice
presidents, who without numeral desig.
nation shall rank in the order In which
they are elected, and they shall likewise
elect, but not necessarily from their num-
Der, secretary and a treasu (who
may be the same individually and such
other officers and such committees as
the Board of Directors shall deem neces-
sary. The Board shall have power in
its discretion to unite two or more Of
fices and TO confer the same upon one
person, and shall have the power to fix
the salaries of all the aforementioned
officers and of such further officers and
agents as they may deem necessary.
At any meeting of the Board of Direc-
tors, any Director absent from the meet
ing may be represented by any other Di-
rector, according to the written direc-
| tons. either general or special of the
! said absent Director.
| Section 2. In furtherance and not in
| limitation of the powers conferred by
| law, the Board of Directors is hereby ex-
/ pressly authorized
(a) To make and establish, as well as
| alter and amend. all bylaws, rules and
| regulations necessary and proper for the
| support and management of the business
| affairs of said corporation, not inconsls-
| tent with its charter.
b) To borrow money necessary for
| the ordinary business operations Of the
corporation through the president of
| some other duly authorized agent OF
agents, to execute mortgages or pledges
and issue notes, BOMBS or other obliga-
| TONS for such amounts and on such
| terms as in their judgment may be
deemed advantageous, and generally do
all things reasonable and necessary for
the proper carrying on of the business
Of the corporation; provided, however,
that so long as any of the preferred stock
is outstanding the corporation shall not
incur any additional Indebtedness, Sc
cured by mortgage or pledge, of any of
the property acquired by ii upon its or
ganization Except Liberty Bonds. con
tracts, claims and ObligatiOns) without
the consent in writing of the holders OF
seventy-ive (75) per cent of the then out
standing preferred stock.
(c) To issue and deliver fully paid
shares of stock and bonds or obligations
of said company, in payment of property
or rights actually received by said cor
I'D To direct or determine the use
and disposition of any surplus of tbs
net profits over and above the capita
stock paid in. subject to the provisions
of this charter.
(e) To do all such acts and things
as may be necessary to carry out thu
objects for which this corporation is or
ganized.
Until the next general meeting of tn,
ckholders for election Of the Directors
to be held under this charter on the Gre
Wednesday of September, 1922, or unit
their duly qualified successors are elected
or installed, the Board of Directors o
, this corporation subject to increase a
herein provided. shall be composed of:
II. s. Haggerty, Hattiesburg, Miss; !.
NJ Steadman, Hattiesburg. Miss; II. II
, Mcleod. Hattiesburg, Miss; n. z. Hat
ten. Hillsdale. Miss; N. s. Bruce, Mem
phis. Tenn, 800 Monroe Ave-; ]. f. Wa
tiers. 704 Baronne St, New Orleans, La.
f. f. Truett, 7o4 Baronne St, New Or
leans, La; J. o. Rea, 704 BarOnne st
! | New Orleans, La.
. OF the foregoing, r. B. Mcleod shaI
/ be president; j. o. Rea, viee-preslden
r and general manager; n. s. Bruce, vice
president and r. F. Smith secretary an
: T.. j. Brandt. treasurer.
2 ARTICLE 6-This act Of incorporate
: may be modified. changed or amended
or the corporation dissolved, by a yOt
= of two-thirds of the stock then entitle
2 to vote present or represented at gel
$ eral meeting of the holders of such stOc
Q convened for such purpose, after previou
n notice shall have been given in the maj
ner above required to be given Of I'll
e annual meeting of the corporation; pre-
e vided that the Charter shall not
/. | amended so as to affect the rights {
n | security of the holders of the preferre
d stock as herein provided, without Il
+ consent in writing OF the holders
o seventy-five (75) per cent of the then GU
Il standing preferred stock.
Il ARTICLE If this corporation sha
i be dissolved either by limitation or fro
d any other cause. its affairs shall be liqu
. dated by three commissioners, to
n elected by the vote of the holders Of Il
: ing convened after notice as hereinabo
g provided Said liquidators shall rema
y in office until the affairs Of the cOrpO
Is alton shall have been fully settled al
Iiauidated, and they shall have full pow
II and authority to transfer and give til
Is to all the property and assets of the co
II poratiOn and to distribute the proceed
<, In case of death, disability or resign
II ton of one of the liquidators, the vacan'
d shall be filled by the survivors.
10 ARTICLE S.-No stakeholder shall ev
be held liable or responsible for the co
,e tracts or faults Of said corporation In al
\ further sum than the unpaid balance d
l. on the shares of stock subscribed
n. him. nor shall any mere informality
K, organization have the effect Of renderil
d this Charter null or Of exposing nj
d stakeholder to any liability other tn
Ie as above provided.
De In order that this Charter may ser
G. as the original subscription list, the su
TX scribers hereto have indicated oppos
a. their respective signatures the numb
er of shares of stock subscribed for by en-
~ Of them.
he Thus done and passed at my nOtar
ir office in the City Of New Orleans, Sta
$. of Louisiana, on the day, month a
Mt sVar first hereinabove written. in {
10 presence of SHIRLEY HOFFMAN a
"a GEORGE HUFF, competent witness
* who have hereunto subscribed thu
~ Names together with me. Notary,
ne the said appearers, after due reading
- the whole.
Original Signed)
ar WATTS X. LEvERICH.
"a Notary Public
1