The herald. [volume] (New Orleans, La.) 1905-1953, 1921-08-11
CHARTER.

self the stakeholder deslrous OF sehins
may sell and transfer ms stock S,. u T hs
provisions of this article shall be placed
in print on the face Of the certificates OF
stock issued by this corporation 10 oe
binding upon each and every person no"
or hereafter becoming stockholder nereih'
All pledges. hypothecations or other IN
cumbrances of said stock or dealings WIN
reference thereto shall be subject to said
provision. ., -
The holders Of the preferred STOCK Oh
this corporation shall be entitled 10 re-
ceiye from the surplus or net proflts OF
the corporation snch yearly cumulative
dividends As the Board OF DIRECTORS may
detrmine upon. provided It shall NOT De
less than eight per cent (S%). No divl-
dend at all shall be paid to the holders
of the Common Stock Of this corporation
until the preferred stock shall nave re-
ceived dividends equalling, in the aggre.
gate, the sum total OF tne par 'aIue e,, ~
shall be divided equally between the pre-
ferred and common stock, In amounts 10
be fixed by the Board Of Directors, TO De
paid at periods to be also determined Dy
the Board.
ARTICLE v.-All the powers of this
corporation shall be vested in a Board or
Directors to be made up Of not less tnam
three nor more than seven Directors, all
of whom shall be shareholders IN TINS COT H,
CORPORATION. The exact number OF ID.
rectors within said limits shall ne lixeo
from time to time by vote Of the stock
holders at the annual meetings or at any
special meeting called for that purpose
provided. that in the interval between
stockholders meetings the Board may
elect additional Directors within the lin
its mentioned, IL the stockholders shall
not have elected them. A majority or
the Board shall make up quorum. The
Board shall be elected annually at a
stockholders meeting, which shall be held
each year at the office Of the corporation
on the last Wednesday in June OF each
year Tor, II that be legal holiday, then
the next legal day., after notice to each
stakeholder sent by mail at least fifteen
(15) days prior to the date fixed for the
meeting addressed to his last designated
post office, address; and IL he has desig-
to him in care of General Delivery at
New Orleans. Special meetings of stock
holders may be called by the Board at
any time, provided the same kind OF
notice shall precede the holding OF such
meetings; at all times notices may be
waived by unanimous consent Of all stock
holders Each stockholder shall be en-
titled to one vote for each share OF stock
standing In his name on the books of the
corporation, to be cast in person or by
proxy. and a majority of the votes cast
shall elect Failure to elect Directors on
the day fixed shall not dissolve the cor
poration but the Directors then In office
shall continue to serve until their success
power to fill all vacancies which may
occur in any manner, even though no
quorum remain at the time such vacan-
cies are to be filled. The Board shall
dent. a president. and a Secretary
Treasurer. The Board may dispense
with any Of said officers: may combine
| or separate any Of them, and It may elect
proper or convenient for the carrying on
of the Company's business; and it may
provide that such officers may not be
members of the Board of Stockholders;
and they shall fix all salaries Of its Of
| ficers agents and employees. At any
meeting of the Board of Directors. any
be represented by any other Director who
may cast the vote of absent Director &C.
cording to such instructions as he may
receive in writing from such absent d.
rector. The Board Of Directors shall have
authority to make and establish, and alter
and amend. all bylaws, rules and regu-
lations necessary and proper for the sup
port and management of the business and
| affairs Of this corporation; and they
shall have power to authorize the borrow
| ing of money and to issue notes and the
| execution of pledges and mortgages, and
generally to do all things necessary or
convenient to properly carry on the bust
ness of the corporation.
Until a general meeting Of the stock
holders for election of Directors shall be
held in the year 1922, as herein provided
or until their duly qualified successors
are elected and installed. the Board of
Directors of this corporation shall consist
of Ralph A. Keaton, of ElDorado. Arkan-
sas; Addison q. Darden, No. 1885 Soniat
Street, New Orleans. La: and Harry w.
| Bechtell, No. 100 Fern Street, New Or
leans La. Of whom Ralph A. Keaton shall
be President; Addison G. Darden shall
be Secretary Treasurer, and Harry w
Bechtell shall be Vice President. The
Board so named. or any succeeding Board
1 cnro Cd no1 ID,
the limit prescribed above. 10 such total
limit shall not have been filled by the
| stockholders.
ARTICLE vI-This act Of incorpora-
corporation may be dissolved. by a vote
of two-thirds of the entire capital stock
present or represented at a general meet
ing called for that purpose previous no
tice Of such meeting having been given
as hereinabove required for annual meet
ings.
ARTICLE Wifi this corporation shall
be dissolved, whether by limitation or for
any other cause, its affairs shall be IL
quidated by three commissioners appoint
ed at a meeting of stockholders convened
for the purpose Of liquidation and elect
ed by the vote of all the stockholders
voting. Said liquidators shall stay In
office until the affairs Of the corporation
I shall have been settled and liquidated, and
they shall have full power and authority
to transfer and give title to all the prop
erty and assets Of the corporation and
to distribute the proceeds. In case OF
death, resignation or otherwise Of a H.
lquidator. the vacancy shall be filled by
the survivor or survivors.
| ARTICLE vIII.-No stakeholder shall
be held liable or responsible for the
contracts or faults Of said corporation n
any further sum than the unpaid balanc,
due by him on the shares Of stock owned
by him; and no mere informality in orga
nization shall have the effect Of rendering
this charter null or Of exposing any stock
holder to any liability beyond the unpait
part due by him on his stock
That this charter may serve as the orr
ginal subscription list the subscriber
hereto have indicated opposite their respec
tive names, the number Of shares Of stool
subscribed for by each.
THUS DONE AND PASSED, in the CIT,
OF New Orleans, the day, month and yea
first above written. in the presence o
Russell Pool and Ethel Heatherly, com
petent witnesses, residing in this City
who have hereunto signed their name
|, with appearers and me, Notary, after du
reading Of the whole.
(ORIGINAL SIGNED). A. g. Dardeu
. 40 shares preferred stock. R. A. Keatou
80 shares preferred stock. II. w. Bech
tell, shares preferred stock. Henri,
Packard, shares preferred stock. c. Full
ton. by A. q. Darden, shares preferre,
stock. g. C.. Darden, by A. @. Darden
shares preferred stock. L. u. GouneI
, one share preferred stock. w. r. Dardeu
by A. g. Darden. 51-2 shares preferre,
| stock. Robt. Darden, by A. q. Dardep
1-2 shares preferred stock. A. n. Dardep
by A. e. Darden, 5 shares preferred stock
| =. W. Vardaman, by A. G. Darden, 8 share