The herald. [volume] (New Orleans, La.) 1905-1953, 1921-08-04
CHARTER.

a.4lf
80 soil and transfer his STOCK 10 MY ny
80 and for any price he sees III -
nrovisions Of this article shali ~, ~. - &c
in nrint on the face of the certliISd.,o -
stock issued by this corporAaio ,nor now
hinding upOn each and every ptrson' ~
ar hereafter becoming stOchhOlucI NJ a.
An hedges hypothecations or other
cumbrances of said stock or ncahnse 81
reference thereto shall be subject u s"'D
provision. fo-rad stock of
,his cornoration shall be entltled 10
cpiya from the surplus or net PIoii',
the corporation such yearly cum 'a w,
dividends as the Board OF nau not he
drtrmine upon, provided II shaii hot At;
Iass than eight per cent $50. NO u NI-
dend at all shall be paid TO the noltsio
of the Common stock OF this EoL To- oi 20
until the preferred stock shall nav
caived dividends equalling, in the agSres
gote the sum total of the par Vaiue Oh
lid stock Thereafter the net prOIlta
shall he divided equally between the pre-
ferred and common stock, IN amounts
be fixed by the Board OF directors, 10 t pv
paid nj periods to be also determined ny
the Board.
ARTICLE V.-All the powers OF TINS
CORPORATION shall be vested in BOARD Oh
Directors to be made up or not IesS 'hh ~
three nor more than seven Directors an
of whom shall be shareholders IN 'haS nj.
cornoration. The exact number or III,
rectors within said limits shall De IN, IN
from time to time by vote OF the slo,h-
holders at the annual meetings or AT any
special meeting called for that purpose,
provided. that in the interval between
stockboIders' meetings the Board may
elect additional Directors within the nm
IFS mentioned If the stockholders shall
not have elected them. majority OF
the Board shall make up quorum Inc
BOARD shall be elected annually at q
stockholders meeting which shall be heId
each wear at the office of the corporation
on the last Wednesday in June OF eacn
year Cor, If that be legal Monday theh
the next legal day.. after notice TO each
stakeholder sent by mail at least fliteen
I5) days prior to the date flXed lor the
meeting. addressed to his last designated
most office address; and II he mas deslR-
mated no such address. II shalI De nalieu
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 klnd OF
notice shall precede the holding or such
meetings; at all times notices may De
waived by unanimous consent of all stock
holders Each stakeholder shall be en-
| titled to one vote for each share or STOCK
standing in his name on the books OF the
| CORPORATION, to be cast in person or by
proxy and q 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
elect from among their number Presl-
dent a Vice-President. and Secretary
Treasurer. The Board may dispense
with any OF said officers: may combine
| or separate any Of them, and II may elect
| such other officers as they may think
proper or convenient for the carrying on
of ba
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 east the vote of absent Director ac
| cording to such Instructions as he may
receive in writing from such absent Di-
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 OF
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 G. Darden, No. 1855 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
may select additional Directors, within
the limit prescribed above. If such tota
limit shall not have been filled by the
stockholders.
ARTICLE yI-This act Of incorpora
ton may be amended or changed, or the
corporation may be dissolved, by a vote
| of two-thirds of the entire capital stocl
present or represented at a general meet
ing called for that purpose previous no
tice Of such meeting having been giveI
as hereinabove required for annual meet
ings.
ARTICLE Wifi this corporation shall
be dissolved. whether by limitation or fol
any other cause, its affairs shall be II
quidated by three commissioners appoint
ed at meeting Of stockholders convened
for the purpose of liquidation and elect
ed by the vote Of all the stakeholder.
voting. Said liquidators shall stay In
shall have been settled and iquidated, 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 IL
quidator, the vacancy shall be filled b,
the survivor or survivors.
ARTICLE VIII.-No stakeholder shall
be held liable or responsible for tn.
contracts or faults of said corporation IL
any further sum than the unpaid balanc,
due by him on the shares of stock owne(
by him; and no mere informality in orga
nization shall have the effect of renderin.
this charter null or of exposing any stock
holder to any liability beyond the unpaiC
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. Darden
40 shares preferred stock. r. A. Keaton
80 shares preferred stock. II. W. Bech
tell, 3 shares preferred stock Henri,
Schaffnit, . shares preferred stock. W. ]
packard, 3 shares preferred stock. c. Full
ton, by A. G. Darden, shares preferre,
stock. G. c. Darden, by A. g. Darden
shares preferred stock. l.. E. Gouner
one share preferred stock. w. F. Darden
by A. G. Darden, 1-2 shares preferre,
stock Robt. Darden. by A. G. Darden
z IL shares preferred stock A. II Darden
Oy A. g. Darden, shares preferred stock