The herald., 1921-03-03
MrCh 3-Apr O.
AMENDMENT OF CHARTER OF sTAUF.
FER ESHLEMAN & CO., LTD,
FEBRUARY 81, 1921.


FER EsHLEMAN CO., LTD,
FEBRUARY 81. 1921.
United States of America. State of Lou
lana. Parish of Orleans, City of New Or
leans. BE it known, That on this twenty
first day of the month of February, IN the
year of our Lord, one thousand, nine hun
pendence of the United States Of America,
the one hundred and forty-tifth; before
me, Felix Joseph Puig, notary pubic,
duly commissioned and qualified, in ana
for the Parish of Orleans, state OF LOUIS
lana. therein residing, and in the presence
of the witnesses, hereinafter named and
Undersigned; personally came and ap-
peared Walter RI Stauffer, of the full age
of majority and a resident of this city, and
Drausin Ferret of the full age of ma
jority and a resident of this city. Said
appearers acting herein respectively as
president and secretary treasurer. OF the
Stauffer Eshleman and Company, Limited,
a corporation domiciled in this city in
cOrpOrated by an act passed before Felix
Joseph PUG. Notary Public. on June 30th,
1904. and recorded in the Mortgage Office
of this city, in Book 75l. folio 511, acting
herein under and by virtue of resolu-
tion of the stockholders of said Stauffer
Eshleman & Co., Ltd. adopted at a meet
ing held at its domicile, in this city, on
January 9th, 1921: duly certified copy
of said stockholders meeting being hereto
annexed for reference. Who mutually and
severally declared that. at said special
meeting of the stockholders of said cor
poration. which was convened and held as
aforesaid on January 9th, 1921. accord
ing to law, the following amendment to
Article " of the charter of said corpora
ton. was adopted by unanimous vote OF
the stockholders Of said corporation, pres
ent in person and by proxy at said meet.
corporation.
Article Nv. Of said charter was recast
and amended, so as to read as follows,
to.wit:
ARTICLE Iv.-All the corporate powers
Of this corporation shall be vested in and
composed Of not less than five nor more
than eight stockholders, to be elected on
the first Monday of July Of each year IN
less said day be legal holiday and then
such elections shall be by ballot and con-
Quoted at the office Of the corporation un-
der the superintendent of two commits
sioners to be appointed by the Board Of
Directors; and Of such election w&tten
notice shall be mailed by registered letter
to the postoffice address Of each stock
holder who has In writing designated his
postoffice address. not more than twenty
and not less than ten days Counting the
day Of mailing the day Of electlonl prior
to the date of such election. Should any
stakeholder fail to designate his postoffice
address In writing. 1t shall be sufficient to
mail to him a letter addressed to General
Delivery, City Of New Orleans. Each
share of stock shall be entitled to one
vote, to be cast either in person or by
written proxy, and majority Of the votes
cast shall elect Any vacancies occurring
among the Directors by death, resignation
or otherwise. shall be filled by election for
the remainder Of the year by the remain
ing Directors, failure to elect Directors on
the date above specified shall not dissolve
or affect the corporation, but the Direc-
N in
until their successors are elected and quail
fed and shall cause another election to be
held as soon as possible thereafter, after
due notice thereof shall have been given
for the time and In the manner above pro-
yided.
Three Directors shall constitute a quo
rum for the transaction of any business.
and the Board of Directors at their first
meeting following each annual election shall
elect one of their own number to be presi-
dent. another to be vice-president shall
also elect secretary and treasurer, and
may elect an assistant secretary and as
sistant treasurer. The secretary, treasurer,
assistant secretary and assistant treas
urer need not be members of the Board.
The Board shall have power In their dis
cretion, to unite the offices Of secretary
and treasurer.
The said Board of Directors may appoint
consist of four Directors, two of whom
shall constitute quorum with power to
act, and the Board of Directors may dele
gate to said executive committee from time
to time as they see fit any and all of the
powers vested In them a Board of Di-
rectors. and may also appoint from time
to time such officers, clerks, agents or
other employees as they may deem neces.
sary, provided that the Board shall not
have power to appoint or elect any officer.
clerk. agent or employee for fixed term.
but all shall hold Office only at the pleas
ure Of the Board. And said Board may
make and establish. as well as alter and
amend. any and all bylaws, rules and
regulations necessary and proper for the
management and control of the business
and affairs of this corporation.
Said Board shall also have full power
and authority to borrow money, execute
mortgages. issue notes or other obligations
and generally to do all things reasonably
necessary for the proper carrying on of
the business of the corporation; as also
to issue and deliver full paid shares of
stock Of the said corporation in payment
Of money borrowed or property actually
received by said corporation.
Any Director shall have authority to
appoint in writing stockholder not al
ready a member Of the Board to repre-
sent him as a Director at Board meetings,
OF he may appoint in writing any other
Director, and in such event such absent
Director shall be counted as II personally
present at the said Board meeting for pur-
poses of quorum, voting and for any
and all purposes.
The first Board Of Directors of this cor.
poration shall consist of Walter X. Stauf-
fer. Benjamin f. Eshleman, d. Perrett,
William f. Stauffer and Henry NJ. Preston,
with Walter r. Stauffer as president
Benjamin +. Eshleman as vice-president
and general manager. ID. Perrett, as
secretary and treasurer; said Directors
shall remain in Office until the election to
be held In July, 1905. or until their sue
cessors are elected and qualified. the afore-
said officers, however, holding their Offices
only at the pleasure Of the Board, and all