The herald., 1921-12-08
CHARTER.


debts of this corporation in any further
sum than the unpaid balance due the cor
poration on the shares of stock subscribed
for by him. nor shall any mere informal
ity in the organization have the effect OF
rendering this charter null or of exposing
any shareholder to any liability whatso-
ever.
This corporation shall not engage in
business until Twenty five Hundred Dol
lars (S25O0.00) Of the capital stock has
been issued and actually paid in, either
in cash, property or services as aforesaid;
if any of the stock of this corporation is
exchanged in whole or in part for prop
erty or good will. in that event the pro
visions of Section III (3l of Act 26i Of
1914 shall be strictly complied with.
ARTICLE V. All the corporate powers
of this corporation shall be vested in and
exercised by a board of directors com
posed of three stockholders each of whom
shall own, in his own right, during his
term of office, at least one full-paid and
unpledged share of the capital STOCK,
which shall be shown by his written de-
claratiOn, two (2) of whom shall cOnsu-
tute a quorum for the transaction OF bus
mess, provided that the board of directors
shall have the right at any time to in
crease the number of directors to not more
than five %. Any director unable to at
tend a meeting of the board may appoint
a proxy for that purpose, who must be
a stakeholder.
consist of president. ce-president. sec
rotary and treasurer. all Of whom shall
be members of the board of directors; any
two offices, but no more, may be com
bined, II desired, and held by one and the
same person.
The following named persons shall CON
stitute the first board of directors of this
corporation, to-wit:
Arthur p. Portas. Pass Christian, Miss. /;
ST. Clair Adams. 1926 ST. Charles Avenue,
New Orleans, La: ]. =. Schroth. 81 Step
henson Street, Shreveport, La; with Ar
thur +. Portas, as president and treas
urer; J. p. SchrOth, as vice-president. and
ST. Clair Adams. as secretary, and these
officers shall serve until the second Mon
day in October, in the year 1872 or until
their successors have been duly elected
and qualified
Thereafter the directors shall he elected
annually on the second Monday of October
of each year. beginning with the year 1922
all election of directors shall he made by
ballot, and each stakeholder shall be en-
titled to one vote for each share of stock
standing in his name On the books OF the
corporation. this vote to be cast in person
or by proxy, and IL shall require n ma
jority of the stock present or represented
to elect.
Failure to elect board or directors on
| the second Monday in October, 1922. or
| annually thereafter. shall not work for
fixture of this charter. but the old board
| of directors shall remain In office until
their successors are elected and qualified.
ARTICLE VI. The board of directors
! shall hold regular meetings at such times
! as shall be fixed in the bylaws of this
| corporation. These meetings shall be held
| at the dOmicile of the corporation, but
| the president may call special meetings
| of the board of directors at such times
| and places within the State Of Louisiana
as he may deem advisable, and he shall
be required to call such special meetings
whenever requested to do so by three
| members of the board Of directors. Three
| days notice of such special meetings shall
be given in writing to the directors unless
waiver of notice is signed by the direct
| ors. Any vacancy occurring on the board,
either from death, resignation, or inabil-
ity to serve, shall be filled by the board
! of directors at its next regular meeting
| after such vacancy shall have occurred
| The first board Of directors of this cor
poration shall be required to draft suit
able bylaws for the government OF this
| corporation. which may be altered. amend
ed or changed as the exigencies Of the
case may require.
| ARTICLE VII. The stock of this cor
poration may be transferred. provided
such transfer shall be recorded upon tht
books of the corporation before 1t shall
be required to recognize the transfer oil
the new holder Of said stock. The tota
amount Of the subscribed stock, as hereir
set forth. is the sum of Five Thousand
dollars ($5 900 00), which is hereby author
lied to be issued fully paid and non-as
spssabIe for cash, or in exchange fol
property or services. according to law
That. save as hereinafter provided. M
share or interest in the company shall
any time be transferred to any persoI
shareholder Is willing to purchase salt
share or interest at the prescribed price
That in order to ascertain whether an!
shareholder is willing to purchase an!
1 n. nh,r tnfa ha NJ hot N
! a shareholder Of the company or not. pro
posing to transfer the same. hereinafte
called the retiring stakeholder" shall
give notice in writing to the compan!
such notice shall constitute the compan!
his agent for the sale of the share o.
other interest to any shareholder or tn
company at the prescribed price. Tha
II the company shall. within the space o
thirty DAYS after such notice find a share
holder desiring to purchase such shar
or interest. hereinafter called the "pur
chasing stakeholder" and shall give no
tice thereof to the retiring shareholder
he shall be bound at such time within
fifteen DAYS thereafter. as the compan,
shall appoint, upon payment Of the pre-
scribed price. to transfer such share o.
interest to the purchasing shareholder
That II in any case me retiring share
holder. after being bound as aforesaid
makes default in transferring such shar
or interest, the company may receive tn
purchase money and shall thereupon caus
the name OF the purchasing shareholders
to be entered upon the register as tn
holder Of such share or interest, and shat
hold the purchase money in trust for tn
retiring shareholder. his executors. ad
illustrators or assigns, and the recefp
Of the company for the purchase none!
shall be good discharge to the purchas
ing shareholder and he shall not be boun'
to see the application thereof, and afte
the name of the purchasing shareholde
has been entered in the register In pur
ported exercise Of the aforesaid power
the validity Of the proceedings shall no
be questioned by any person, and tn
purchasing shareholder shall be deeme'
and taken to be the owner of the SAT-
share or interest. That the prescribe'
price shall mean the amount paid In Of
such share or interest, plus the proper
tionate part Of undivided profits, pro
yided that. IL instead of there being undi
vided profits there exists an impairmen
of capital Of the said company, then tn
proportionate part Of such impairmen
shall be deducted from the amount pal
in upon such shares or interest in ascer
tanning such prescribed price. That tn
company shall in all cases on receivin
notice Of desire to sell stock as afore
said, allow the other shareholders the OF
portunity to take same in proportion t
their respective holdings Of stock in tn
company, making all necessary adjust
ments to avoid fractions Of shares, an
; for that purpose giving the preference
.. In all cases to shareholders who have tn
largest holdings.
ARTICLE VIII. This charter may
modified, altered. the capital stock thereo
increased or decreased, or the corporatiO
: may be dissolved with the assent Of two