The herald., 1921-11-24
CHARTER.

each, which stock shall be paid Tor IN !
cash at such times and in such amounts |
as may be determined upon by the board |
OF directors. or may be issued at not less |
than par for property purchased by, or
for services rendered to the corporation. /
All shares of stock shall be full paid |
and worcestershire. No transfer of stock /
shall be binding upon said corporation /
unless made upon the books of the cor |
poratiOn. and all certificates of stock /
shall be signed by such officers as may be |
designated by the board of directors.
No stockholder shall sell or in any man. |
ner dispose of his stock in said corpora |
ton. without having first given thirty |
days written notice to the corporation |
through its board Of directors. of such |
intention to sell or dispose of the same, |
so that the other stockholders shall have |
the first privilege of purchasing the same |
at its book value, properly ascertained,
after which thirty days notice said !
stock may be sold or disposed of in any |
manner.
The said corporation shall at once be-
come and be a going concern and shall
Immediately commence business
The said capital stock may be increased
from time to time TO any amount not eX-
ceeding fifty thousand dollars-such in
crCaSes to be made as provided by law.
ARTICLE V-An the corporate powers
of said corporation shall be vested in,
and the management and control of its
affairs shall be exercised by a board OF
directors, composed of not less than
three, nor more than five stockholders
| Each director shall own at least one
share of stock and shall be elected an
nually by the stockholders, by ballot,
on the Thursday, following the first Mon
| day in January Of each year, the first
| election to be held in 1923.
Written notice of each election. de-
Iverpd personally or by mail, shall be
| given to each stakeholder, addressed 10
| him mt his last known place OF residence.
| as shown on the books Of the corpora
| ton, said notice to be given at least fif-
| teen days before each election, and all
elections shall be held under such rules
| and regulations as may be fixed by the
| board Of directors; provided that each
| stock hOlder shall be entitled. In person
or by written proxy to one vote for every
share of stock owned by him, and that
| majority of such votes cast at each cleo
! ton shall elect the board.
The directors thus elected shall con-
tinue in office for one year. or until their
successors shall have been duly elected
and qualified. In case of any failure to
hold an election as above provided. such
failure shall not forfeit this charter, but
an election shall he held as soon may
be practicable after notice as above pro-
| vided.
Each board of directors. at its first
meeting after each election, shall elect
from its number. president and a vice
president and shall also elect secretary
|
/ of the board or not, as the directors see
fit: and both of said offices may be held
by one and the same person, as secretary
and treasurer. as may be determined by
| the board Said board shall likewise elect
!, the additional member or members In
case they should determine to increase
the number of the board OF directors as
above provided.
,, majority Of the directors shall con.
, Stitute a quorum for the transaction of al
business, and any vacancy occurring OIL
said board shall be filled by the remain
ing directors for the unexpired term
! The said board or such officer or man
ager as IL may designate, shall appon
such officers. MANAGE clerks and othe
employees of said corporation as may b,
Q necessary for its business and shall dis
e miss the same; and the tenure Of Offic
q and employment of all officers, managers
@ clerks and employees shall be during tn
o | pleasure of said board.
o The said board shall have the RICH
n | and power to buy, sell, improve. contract
: lease, borrow money, issue bonds and ex
r | ecute mortgages, and, in general, to ex
ercise all the powers of the corporation
i as we'll as to carry out its objects an
= purposes.-all without reference to o
s authorization by the stockholders.
], From time to time said board ma
: adopt rules. regulations, and bylaws 70
q the management and control of the bust
e ness and affairs of said corporation. and
!; in its discretion, may annul, change an
1
ARTICLE Who subscriber hereto o
stakeholder of the corporation shall eve
e be held liable or responsible for the con
e tracts, faults or debts of said corpora
: ton; nor shall any mere informality !
:; the organization have the effect of render
/ ing this charter null, or of exposing an
= subscriber or stakeholder to any liabilit
beyond the unpaid balance. If any, du
on the shares subscribed for or owne
e by him.
ARTICLE VII-This act of incorporate
T. may be changed, modified, or altered, o
! said corporation may be dissolved, wit
= the assent of the holders of two-third
- | of the stock of the corporation, who's
y owners are present and represented at
general meeting of the holders of stocl
after at least thirty days written motto
of such meeting has been given as pro
vided in Article V Of this charter.
: Any change proposed or made In re
; | ference to the capital stock or object
= | and purposes of this corporation sha
Il be made in accordance with the laws o
a the State of Louisiana regulating or pro
viding for such change.
whenever the corporation may be dis
, ! solved. whether by limitation or other
wise. its affairs shall be iquidated b!
three liquidators, to be chosen by tn
:. stockholders at a general meeting
stockholders, convened for such purpose
= of which meeting notice shall be given a.
+ above provided, and a majority in amour
| of the capital stock Of said corporation
= | represented at Sucn meeting snail De re
: uuisite to elect In case of the death Of
: disability OF any of said liquidators, thu
r survivors or the remaining hquidators
d shall appoint a successor to such liquida
h tor. Said liquidators, are hereby give
y full power, either by court or law pro
h ceedings, or without such proceedings
d as they shall elect. to collect all amounts
l. due the corporation, sell or otherwfs
y dispose Of its assets, pay its debts an,
e liabilities, and compromise and settl
: all disputed questions and matters; an
IS shall have and exercise all other power
q necessary and usual to fully and finall
y settle, wind up and liquidate all the bust
d ness and affairs of the corporation, an
e distribute it's net assets or funds amoni
d its stockholders in accordance with thei
h respective rights.
,r ARTICLE vIII-The first board Of di
r rectors OF this corporation shall consist
e George II. Thomas, 1925 First street, Ney
r Orleans, La; Samuel p. Schwing, 81
J. Pine street. New Orleans. La: ]. Morri
Carroll, 1919 First street, New Orleans
is La: which said board, with said Geerg
3 II. Thomas, as president, said ]. Morri
II Carroll. as yice-president, and said Samut
IS p. Schwing, as secretary treasurer, sha
n hold Office until the election to be held o
m the Thursday, following the first Monda
Is in January, 1923, or until their successor
he shall have been duly elected and sha
r have and exercise all the powers an
er privileges granted In this charter to Tn
E. board OF directors Of this corporation.
rs The names and post office addresses Q
o. the subscribers hereto and the numbt