The herald., 1921-06-02
CHARTER.


per centum of all stock subscribed paid
for.
= The Board of Directors, from time TO
time, may fix the price at which shares of
stock belonging to this corporation shall
be sold. which price shall in NJ case b,
less than fifty $4,000 dollars per share.
and shall be signed by the president and
counter signed by the treasurer.
The amount TO which the capital stock
may be increased shall be the sum OF tive
hundred thousand $500, 600 OO) dollars.
ARTICLE V.-The directors shall cause
TO be created one or more classes of MEM
bership, who shall be required to hold and
possess certificates representing member
ship rights, but the possession of said Ger
tihcates shall not entitle the holders TO
any privileges of the exchange without
first being duly elected by the Board of
Directors. Said members as elected shall
not necessarily be the owners of any shares
of capital stock of the corporation. The
Board of Directors subject 10 the limi-
tations of this charter, shall have the
right to prescribe the qualifications for
members and to place such restrictions OH
and prescribe such privileges and enact
all such rules and regulations as may be
necessary or proper to govern transactions
taking place in and under the auspices of
said Exchange. The Board of Directors
shall have the right to iX dues, assess.
ments, charges or such other fees as shall
be paid. and provide for the time and
manner of payment and TO fix the penalties
for non-payments of such dues. assess
=
shall collect from said members such
charges as may be agreed upon and dis
tribute the same in such manner and I'M
der such condition. to itself or the mem
bers entitled to same as may be provided
by its bylaws and regulations. There
shall be no appeal from decisions of the
Board of Directors, and they shall be
vested with the sole and exclusive right of
suspension, expulsion or fine for any in
fraction or violation of the rules or regula-
tons of the Exchange.
Membership in this corporation, once
acquired. can only be Terminated by means
of resignation, duly accepted by the Board
OF Directors, by being dropped from the
rolls by the Board of Directors, by failure
to pay any sum due the Exchange or any
sum arising from Exchange transactions
upon the date said payment is due, by ex-
pulSiOn or suspension, by the sale of all
certificates of membership owned by such
member, or by death. The Board of Iii
rectOrs shall have the right to provide the
means and manner in which membership
IN this corporation shall be acquired, and
also to provide the manner in which APP
plicants for membership shall be elected
as well as the various classes of member
ship If more than one class be necessary
ARTICLE NI-The ownership of one or
more shares of the capital stock of this
corporation shall not confer upon the hold
er thereof any of the rights or privileges
of membership, nor shall it confer upon
the owner the right to participate in the
meetings of members of the Exchange or
in meetings of stockholders called to elect
directors. to pass upon the issuance of
bonds, the liquidation or dissolution of
this corporation, or change in this act of
incorporation.
ARTICLE VII.-All of the corporate
powers of this corporation shall he vested
in and exercised by a board of not less
than twenty one, nor more than thirty
one directors, each of whom shall hold in
his own name at least one % share of
ms capital stock of this corporation. Said
Board of Directors shall be elected an
nually on the last Tuesday in January
of each year, beginning with 1922. unless
such day should fall on a legal holiday
ana in that event, on the next succeeding
day which is not legal holiday. All such
elections shall be by ballot at the office
OF this corporation under the supervision
of three commissioners, to be appointed
by the Board of Directors, and in the alb
sence OF any commissioner the president
shall have the power to fill the place by
appointment. OF all such elections as well
as of all meetings of stockholders, except
for the purpose of liquidation or dissolu-
ton, or as otherwise required by law.
Fifteen days notice shall be given by
mailing to each stakeholder who appears
as such on the books of this corporation
at his last designated address, or care of
general delivery ut New Orleans if he has
not designated an address, notice stat.
ing the time and place of the meeting.
Each shareholder shall be entitled to one
vote for each share of capital stock stand
ing in his name on the books of this cor
poration, TO be cast in person or by proxy,
and majority Of the votes cast shall
elect. Failure to elect directors on the
day above specified shall not dissolve this
corporation, but the directors then in
Office shall remain in office until their
successors are elected and qualified. Due
notice of another election shall be con-
tinued to be given until an election is had
ARTICLE VIII.-Immediately after the
signing of this charter the stockholders
shall elect from their number Board of
Directors. who shall hold office until the
election to be held in January, 1922. and
said Board of Directors shall meet i'm
mediatsly after said election and as often
thereafter as it may be called together.
Subsequent boards shall meet on call with.
in one week after each annual election and
thereafter shall hold regular meetings
monthly on day to be fixed at said first
meeting following each annual election, and
special meeting whenever duly called. At
its tiEt meeting each board of directors
shall elect from its membership a presi-
dent, one or more yice-presidents, who,
without numeral designation, shall rank
in the order in which they are elected, and
an executive committee of seven. As such
meeting 1t shall also appoint a secretary
and treasurer, neither of whom need be
either stakeholder or director, but may be
either stakeholder, director or other Of
fcer. The Board of Directors may, If it
see fit, appoint one person to be secre-
tary and treasurer, and shall from time to
time, as it sees fit appoint or employ such
other employees as 1t shall deem necessary,
and for such period Of time as it may deem
advisable. The Board of Directors shall
have full power and authority to fix the
salaries of all officers and of all such other
employees as it deems necessary and to
make and establish as well as to alter and
necessary and proper for the conduct and
management of the business and affairs
of this corporation not inconsistent with
its charter; Ii shall also have full power
and authority to do all acts and things
reasonably necessary for the proper carry
ing on of the business of this corporation
and to carry out the objects and purposes
for which this corporation is organized,
including the borrowing of money
operations of this corporation, and
through the president or some other
duly authorized person or persons,
to execute and issue therefor notes
or other obligations of this corporation
on such terms as in its judgment may be
advantageous il shall also have full pow
er and authority to issue and deliver full
paid shares of stock of this corporation
for money, labor, services, property or
rights actually received by this corpora
ton.
The Board of Directors shall have full |
power and authority to fill all vacancies |
that may occur in the Board or in the |
Executive Committee A majority of the |
directors at any time in Office, present |
either in person or by proxy shall con-
stitute quorum for the transaction of |
any business; and at any meeting of the /,
Board any director absent therefrom may !
be represented by proxy.
ARTICLE IX.-The Executive Committee
shall elect its own chairman from its |
and shall meet at least once |
n week at n time TO be fixed by IT. but /