The herald. [volume] (New Orleans, La.) 1905-1953, 1921-05-12
CHARTER.

CHARTER.
upon books Of account; to make flnanclai
Investigations; to devise systems Oh ac
Counting: 70 act as tax counsellers, and
TO engage in the general practice Oh pup
lie accounting and auditing. ana SeneraHy
to do and engage in any other pusheSS
undertaking or profession connected WIN
growing out of or incidental 10 the pul-
poses hereinabOye set forth.
ARTICLE Iv-The capital stock %, OF
said corporation is hereby fixed AT the
sum of five thousand (S1.OOOOOl collars
divided into and represented by iIty
shares of the par value OF one huhure9
dollars each, which stock shall De pau
for in cash at such times and IN such
amounts as may be determined upon Oy
the Board of Directors, or may be issued
at not less than par for property puI
chased by or for services actually rendered
TO the corporation. All shares or STOCK
shall he full paid and non -assessaDle.
No transfer of stock shall be binding
upon said corporation unless mace upon
the books of the corporation, ana all Ger
tificates of stock shall be signed by such
officers as may De designated ny tne
Board of Directors.
No stakeholder shall sell or In any
manner dispose of his STOCK In sald cor
poration, without having flrtt oliereu
the same to the corporation in writing
through its Board of Directors, ana tne
said Board of Directors shall have the
right and option to purchase the stock
so offered within thirty days. at the DOOR
value thereof properly aScertained. Inc
said corporation shall at once become
and he a going concern and shall immedi-
ately commence business. The sald caPl-
tai stock may be increased from time 10
time to any amount not exceeding ten
thousand dollars-such increases to be
made as provided by Jaw.
ARTICLE v.-An the corporate powers
Sha1 Ia NQSfRd
the management and control of its al
fairs shall be exercised by Board OF d.
rectors, 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 annually, by
the stockholders, by ballot, on the sec
ond Saturday of January. of each year
the first election to be held in l922
Written notice Of each election, deliver
: ed personally or by mail, shall be given
TO each stakeholder. addressed to him at
his last known place of residence as
shown on the books of the corporation
said notice to be given at least flfteen
DAYS before such election, and all cleo
| tions 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 Tor every snare
of stock owned by him, and that a ma
jority of such votes cast at each election
| 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 10
| hold an election as above provided, sueh
| failure shall not forfeit this charter, but
| an election shall be held as soon as may
be practicable after notice as above pro
| vided.
Each Board of Directors, at its first
meeting after each election shall elec1
| nd VII
president, and shall also elect secretary
| and a treasurer, who may be members o.
the board or not, as the directors see III
and both of said offices may be held by
one and the same person, as Secretar!
and Treasurer. as may be determined by
the Board. Said Board shall hkewls'
elect the additional member or member
in case they should determine to increas'
the number of the Board of Directors a
above provided.
stitute quorum for the transaction o
all business and any vacancy occurrin,
on said Board shall be filled by the re
naming directors for the unexpired term
The said Board, or sucn officer or man
ager as 1t may designate. shall appoin
such officers, managers, clerks and othe
employees of said corporation as may b
| necessary for its business and shall dis
miss the same; and the tenure OF offic
and employment of all officers. managers
clerks and employees shall be during tn
pleasure Of said Board.
The said Board shall have the right an
power to buy, sell, improve, lease, borrow
money, issue bonds and execute mort
cages. and, in general, to exercise all tn
powers of the corporation. as well as I
carry out its objects and purposes-al
without reference to or authorization b
stockholders. From time to time sal
| Board may adopt rules, regulations, an
bylaws for the management and contro
, of the business and affairs of said cor
poration. and, in its discretion, may an
null. change and modify the same.
ARTICLE VINO subscriber hereto o
stakeholder of the corporation shall eve
be held liable or responsible for the con
! tracts, faults or debts of said corporation
nor shall any mere informality in tn
organization have the effect of renderin
: this charter null or of exposing any sui
: scriber or stakeholder to any liability b.
yond the unpaid balance. if any, due o
the shares subscribed for or owned b
him.
| ARTICLE yII-rhis act Of incorpors
2 ton may be changed. modified, or alter
r ed or said corporation may be dissolved
e with the assent of the holders of two
. thirds of the stock of the corporation
o whose owners are present and represente
!, at a general meeting of the holders
e stock, after at least thirty days write
notice of such meeting has been given {
provided in Article of this charter.
ANY cnange proposed or maze IN reIe
ence to the capital stock or objects an
purposes of this corporation shall
made in accordance with the laws Of Il
: State Of Louisiana regulating or providin
3. for such change.
Il Whenever the corporation may be di
/ solved, whether by limitation or othe
s wise, its affairs shall be liquidated
n three liquidators, to be chosen by Il
h stockholders at general meeting
stockholders. convened for such purpos
of which meeting notice shall be give
as above provided, and a majority
amount Of the capital stock Of said CO
poration, represented at such meetir
shall be requisite to elect. In case of Il
= death or disability of any Of said liqu
dators. the survivors or the remaining
l. quidators, shall appoint a successor to su,
liquidator. Said liquidatOrs are herei