The herald. [volume] (New Orleans, La.) 1905-1953, 1921-09-08
CHARTER.

cent OF its capital stock shall have been
subscribed, anu fifty (5U) per cent OF all
stock subscribed for shall i'll fact have
Ueru paid Tor, either in cash or its equIya-
lent.
ARTICLE Y-The capital stock of this
corporation may be increased to the sum
u fifteen thousand (Slj,OOOOO) dollars,
by vote of two-thirds of all the stock pres
ent or represented at special meeting
uiIrd for that purpose, or at a regular
annual meeting of the corporation.
ARTICLE NI-All certificates of stock
issued by this corporation shall be signed
and counter signed by the president aud
treasurer.
The stock of this corporation can be
transferred only on the books of the cor
pOratiOn, and subject to such regulations
and formalities as may be by the board
Uf directors from time to time prescribed.
No stakeholder shall be permitted to sell
or otherwise dispose of his stock without
IrSt Offering the same in writing to the
other stockholders, through the board of
directors, at price not exceeding the book
value thereof; and said stockholders, IN
proportion to their holdings, shall have an
option and first right to purchase, at the
book value of such stock on December 3lSt,
last proceeding, all the shares of stock to
oe thus disposed of by sale or otherwise
of any of the stockholders, and shall have
Il period of ten days in which to accept or
decline said offer. Should the stockholders
tone TO purchase said stock, then such
stakeholder is at liberty to sell or dispose
of the stock, and may do so in any manner
and at any price he may deem fit
Each share of stock is issued herein,
upon the condition and understanding that
no stakeholder shall sell er otherwise
| transfer his stock In violation hereof, and
any such sale or transfer If made, shall
br void. and this corporation shall be un-
der no obligation to list said stock on its
| cooks or to regard the holder of the GER
tincate thereof.
ARTICLE VII-The corporate powers of
this corporation shall be vested in and ex-
ercised by board of not less than three
nor more than five directors, at the option
Nf the stockholders, two to constitute a
quorum for the transaction of business.
should there be three directors and three
to constitute quorum for the transaction
OF business, in the event that there be more
than three directors. The directors of the
corporation may vote in person or by writ
ten or Geographic proxy at any OF the
meetings of the board Of directors; and
the board of directors may delegate any
of its powers to any officer or officers, or
any other representative of the corpora
ton, by appropriate resolution to that
effect.
The first board OF directors of this cor
porarion shall be composed Of the follow
ing: Edward Alba, Russell Alba, Charles
ia. oswald Alba, with the following as
officers: Edward Alba, President; Russell
Alba, Vice-President; Charles Alba, Secre-
tary; Oswald Alba, Treasurer; and they
shall serve until the second Wednesday in
January, 1922, or until their successors are
elected and qualified.
The directors shall be elected annually
at meeting held on the second Wednes-
day Of January in each year after such
date. Notice of said meeting shall be
given fifteen days prior to the date of
said meeting. in writing, sent by mail to
each stakeholder, at his last known place
of residence. The board Of directors may
change the date of SAID annual meeting to
any other date, by written notice to that
the date to which said annual meeting
shall be changed, directed by mail to each
stakeholder, at his last known place Of
residence.
Each stakeholder shall, at such annual
meeting or other meeting general or
special, be entitled, In person or by writ
ton or Geographic proxy, to one vote for
each share OF stock owned by him. The
election shall be held under such rules and
regulations as may be from time to time
determined by the board of directors.
The directors, when elected. shall hold
NOhlce for one year, or until their success
sOrs shall have been elected and qualified.
and failure to hold tie annual meeting Of
stockholders, or to elect annually direc-
tors, shall not operate the forfeiture Of
this charter or any rights hereunder.
Any vacancy occurring in the board Of
directors may be filled by the directors for
the unexpired term.
ARTICLE VIII-This charter and act Of
incorporation may be changed, modified,
altered or amended by and with the con-
sent of three-fOurths Of all the stock pres
ent or represented at a meeting general or
special held for that purpose; and such
amendment may be material or immaterial,
subject only to limitation as may be by
law provided: and this corporation shall
have the right and power TO increase or
decrease its capital stock as hereinbefore
set out, and any increase OF the capital
stock in excess of the amount named here
in as the amount to which the capital stock
may be Increased. may be made by three
fOurths vote OF all outstanding stock.
PARTICLE IX-Notice of any and all
meetings referred to in this charter. or
required by law, shall be given in the man.
ner provided for giving notices in the case
~ election Of directors. or by publication
of such notice for fifteen days previous to
such meeting In any daily newspaper In
no City Of New Orleans, unless the notice
the stockholders and directors having the
light by this charter to waive notices at
any time. and for any meeting.
ARTICLE Kin case of the dissolution,
liquidation, or termination OF this charter.
Nv limitation or otherwise, the affairs of
the corporation shall be liquidated by one
or more liquidators elected by two
thirds vote of the stockholders. who may
provide the number OF said liquidators
and vest them with such power and au
the terms and conditions upon which they
shall serve. and their compensation. and
srovide that In case OF death or disability
of any one OF said nquidators. the remain
ing liquidatOrs NAV fill the vacancy or
continue to act on behalf OF the corpora
ton.
'PTITrE XI-No stakeholder OF this
corporation shall he liable or responsible
for any costs. contracts. debts or faults
~ this company or any OF IT'S officers, nor
-'"ll any mere informaltv in organiZa-
ton have the effect Of rendering this char
'o- null and void. or Of exposing a stock
solder to any liability beyond the unpaid
balance due on the stock held by him.
aPTTCrr XII-The Subscribers hereto
have written opposite their names the
number NJ shares subscribed to nv each
one of them. and their post ofice ad-
dresses. so that this charter may serve as
= subscription list: all Of which subscrip
lions are PAYABLE In the manner and form
set ont herein, and as provided for In Act