The herald. [volume] (New Orleans, La.) 1905-1953, 1921-03-03
CHARTER.


| inCorporators and made condition of this
! charter that all stock issued or which may
| hereafter be issued under this charter, or
! any amendment thereof. shall be so issued
! and held under an irreyocaLlr contract and
| agreement in favor of said persons. which
| shall affect and follow the said stock into
| whosOeyrr's hands it may fall. that:
| ~ No stock shall be sold or trans
| terred until an opportunity i first afforded
| the said q. Norman Scott and Thomas u.
! Scott to acquire the same in proportion to
! their holdings. or by either Of them should
| one refrain from purchasing. ~ book value
| established on the inventory and trial
/ balance last preceding such sale and
| transfer, payable in cash. ninety DAYS
! after written notice given to said persons
| through the Board of Directors of the cor
| poratiOn. Failure to purchase within the
| delay aforesaid shall. by the mere eXpira-
! ton of said time limit, release such stock
/ from the effects of this provision.
90 All stock held by any person save
| that held by the MessrS. Scott shall De
| so held subject TO the right of both or
/ either of them to purchase the same at any
| time upon written notice accepting this
| option. payment to be made in cash on or
| before ninety days from said notice nj the
/ price fixed in the preceding paragraph "a
| of this Article. provided that If such action
| is taken hereunder. within thirty days be-
/ fore any annual meeting. the holder shall
] be entitled 10 receive I'm addition 70 said
! price any dividend declared nj such annual
| meeting.
CD That in case Of death of G. Nor
/ ~. T..
vivor of them shall be entitled to arrange
amicably with the widow. heirs or legal
| representatives of the deceased for the
acquisition of said stock. and failing to
| agree said survivors of the decedeut shall
| be entitled to offer the same 10 the sur
vivor aforesaid. at the price fixed in para
| graphs one and two hereof. payable. how
1 ever, One-third cash and the remainder at
| one and two years credit. with per cent
interest with right to take up all or any
portion of the credit portion NJ any time
| with interest to such date. That in de-
| fault OF acceptance of this offer said de
| cedents survivors shall have the right To
! demand and to obtain the dissolution and
, liquidation of this corporation. any pro
vision of this charter or of any law now
| or hereafter existing to the contrary not
| withStanding.
All certificates of stock of this corpora
| ton shall bear in or on the same a refer
ence to this Article of the Charter ia sub
stantially the following words:
! This certificate of stock is held sub
] Ject TO the restrictions and LIMITATIONS i'm
posed by Article " of the Charter of this
! Corporation"
And this shall be full and sufficient no.
| tice 10 all persons, and shall subject the
holders and pOSseSSOrS of the said stock
| TO all the rights. limitations and restric-
| tons herein created.
| ARTICLE V.-All the corporate powers
vested in this corporation by this charter
| and by the law shall be exercised by the
| 6oard of Directors hereafter created, in
| Guiding the right to manage, control and
| direct the affairs of the corporation, the
| corporate policy, and to sell the corpora
| ton or merge the same into another cor
| pOration, and to take In payment of any
such sale or merger, cash, bonds. notes or
stock of the purchasing or merging corpor-
| alton, or of a new corporation. created for
| the purpose, without the necessity of re-
| ferring either or any of said acts to the
stockholders.
The said Board of Directors shall be
composed of three stockholders, who shall
| In alA Tod lIx On fhn id d1ax~
of January of each year. The first Board
of Directors shall be composed of G. Nor
man Scott; Thomas D. Scott and John
President. Thomas ID. Scott as Vice
| President, and John Dart as Secre-
tary-Treasurer, and said Board shall
serve for one year and until their sue
election of the Board of Directors shall
be preceded by written notice to the
| stockholders, delivered in person or sent
by mail to the address given in the cur
rent city directory, unless the address of
such stakeholder shall have been regis
tered with the Secretary, and in default of
| either, care of General Delivery, New Or
leans. La. The election shall be held at
the Office of the corporation at such hour
as may be fixed by the incumbent Board
of Directors and under the supervision of
one, or more, commissioners appointed by
the same. At such election each stockhold-
er shall be entitled to one vote for each
share of the capital stock held by him,
and the persons receiving the highest num-
ber of votes cast at said election shall be
declared elected and the Board of Direc-
tors thus elected shall meet and organize
as soon after said election as possible. A
majority of the whole Board shall consti-
tute a quorum and any Director absent or
unable to attend may authorize a Director
present to represent him by written proxy
filed with the Secretary, and who shall be
vested with all the powers such absentee
could exercise II present in person.
All routine business matters shall be
decided by the majority vote of the
quorum present at such meeting but. not
withstanding anything in this charter or
the law to the contrary, any matter or
thing affecting the general policy, or
| alienation of the corporate property other
than ordinary business transactions. or
altering or affecting the corporate rights
shall be adopted only by the vote of the
majority in number and in amount of
stock held by the individual members of
the whole Board of Directors, and proper
minute entries shall be made to show these
facts. At its first meeting after election
| or as soon thereafter as practicable the
Board of Directors shall elect President,
| Vice President and a Secretary Urea sur
er; this last named Office may be held by
non stockholders, and the two offices may
be separated or kept as one Office, as the
| Board of Directors may decide.
The Board Of Directors may establish
bylaws, rules and regulations for the gov
eminent of the corporation, and it may
also create committee or committees for
ments of its business with such powers
and duties as may be conferred on the
same by the said Board of Directors. 1t
| shall also fix the salaries of all officers
All officers and employees Of the corpor-
alton shall hold Office at the pleasure of
| the Board. Vacancies occurring in the
Board shall be filled by it for the re-
mainder of the unexpired term. Meetings
of the Board of Directors may be held at
such times as shall be set by the Board
| itself, or at the call of the President and
] at the request of any two stockholders.
ARTICLE VI.-The charter of this cor
poration may be amended and the capital
increased or decreased in the manner now
| or hereafter provided by law.
ARTICLE Widths corporation may
be dissolved with the consent of two-thirds
of the issued and outstanding capital stock
| expressed at a meeting called for that
purpose, or in any way permitted by law.
Upon the dissolution of the corporation. by
limitation otherwise, the stockholders
| shall elect from among their number one
or more liquidatOrs, and shall fix the
terms, conditions and other provisions re-
garding the liquidation.
| ARTICLE VIII.-No stakeholder shall
ever be held liable or responsible for the
contracts or faults OF this corporation in
any further sum than the unpaid balance
due this corporation on the shares owned
by him. nor shall any mere informally
in the organization have the effect of rem
dering this charter null or of exposing the
stockholders to any liability beyond such
unpaid balance.