The herald. [volume] (New Orleans, La.) 1905-1953, 1921-01-27
CHARTER.

bonds, mortgages and hypothecatlons 10
the extent necessary or proper to its bust.
ness; TO acquire the property, business and
good will of any individuals, firms or GER
porations engaged in any of the businesses
| enumerated above; to acquire and holu,
| sell, cucumber or dispose OF stocks and
bonds of other companies; TO exchange. its
entire capital stock or any part thereof
! for property which Ii is authorized 10 ac-
| auire or to exchange its entire assets and
| business or any part thereof for property
| stocks bonds or other obligations of other
| companies; to subscribe to the stock OF
| other companies to guarantee the opnSa
tions of any corporation, the stock OF
! which is entirely held by 1t or for It's &C
count; to enter into any arrangement with
any governments or authorities, general
, sovereign, municipal, local or otherwls"
which may appear conducive TO the com
| pany's objects or any Of them, and 10
! obtain from such governments or author
tiles any rights, privileges and conces-
sions which the corporation may think de-
sirable to carry out and TO exercise anu
| comply with any such rights, prlNllts
| and concessions; to do any ana all Sn"
acts and things as trading CORPORATIONS
are or may be authorized to do under Tn
laws of the State of Louisiana; to carry
| on each, any or all of the foregoing bust
nesses. objects and purposes in any part o
the world. whether within or without
State of Louisiana (provided that the com
| pany shall not engage in any public serN-
ice business within the State of Louis
ARTICLE IV.-The capital stock of the
corporation is hereby fixed at ten mil
lion (Sl0O 100000 dollars, to be repre-
scented by one hundred thousand shares OF
the par value of one hundred (SloO.Ool
dollars each to be paid for in cash or
property the equivalent thereof. Inc
amount of said stock may be increased 10
fifty million ($50,000, 100000 dollars. No
transfer of stock shall be binding upon
the corporation unless made and recorded
upon its books. No stakeholder shall
a N u
of his or her stock in the corporation un-
less and until he or she shall have first
made a written offer to the other then
stockholders of the corporation, and TO the
corporation itself to sell his or her stock
to them at the book value thereof. Book
Value" as used herein is hereby defined
to mean the value at which the assets and
liabilities of the corporation have been Ill
good faith entered upon Its BOOKS. Such
written offer shall be addressed to the
other then stockholders, and to the cor
poration itself, collectively, and shall he
delivered to the office of the corporation
not less than ten days prior to the APP
plication for transfer of the stock.
corporation shall transmit this offer to thu
respective then stockholders, and the stocl
' of the stakeholder desiring to sell shall
be distributed prOrata among such o.
the other stockholders as desire to pur
chase. in the proportions in which thu
holdings of the stockholders deslrous o
. purchasing bear to each other; and If tn
c sire to purchase is less than the tOta
; offered for SALE then. after each of tn
h other stockholders shall have taken AM
paid for the amount of stock which he o
she desires to buy and to which he o
she is entitled, then the remainder un
taken shall be open for purchase by tn
! corporation itself: and unless prohibite'
} by law, the corporation may itself use ant
| apply its surplus earnings or accumu
lated profits to the purchase from an,
stakeholder desiring to sell of any por
ton of that stockholders stock whic
none of the other stockholders may de
sire to acquire, at the book value there
: of; provided, that the corporation shal
l. not apply any of its capital to the pur
: chase of such stock but shall always main
!, tain it's capital unimpaired. Should an
q of the stock offered for sale be not de
. sired by the other stockholders. and shoul
: the corporation itself be unwilling or un
: able to purchase any of the same out OF 1t
! surplus earnings, within ten days from tn
e receipt at the corporations office of tn
z written offer to sell, then. and then only
T shall the stockholders desiring to sell b
Z entitled to transfer such undesired POI
ton of the stock to such person or pei
: sons as he or she may see fit. The pre-
q visions of this article shall be printe
: upon each certificate of stock issued
s the corporation and shall be binding upo
e every person now, or hereafter, becom
5 ing, a stakeholder in this corporation, a
e of whom take such stock subject to tn
s. provisions hereof; and all pledges. hypO
thecations or other membranes of sal
n stock or dealings with regard thereto
l. shall be subject to the provisions hereof
ARTICLE V.-All the powers of thi
n corporation shall be vested in and excl
q cised' by Board composed of not les
n than four nor more than seven Directors
The precise number of the Directors with
II in said limits shall be fixed from tim
i to time by the vote of the stockholders q
h the annual meetings or at a special meet
ing called for that purpose. A major
| n ROard
Is Said Board of Directors shall be electe
T, annually at a stockholders meeting to
"a held annually at the Office of the corpol
&c alton on the second Monday in January
each year Tor the next legal day if that
Is a holiday, after notice given to eaC
J.. stakeholder by mail at least fifteen day
y before the date of the meeting, addresse
OF to the last designated address of the stool
te holder, or If he has designated no address
r to the General Delivery at New Orlean
c. Special meetings of the stockholders ms
Oh be called by the Board at any time an
q notice thereof shall be given in the ma
10 ner provided for annual meetings; pr
re, vided that in all cases all notices may
n waived by unanimous consent. Each shar
tie holder shall be entitled to one vote f
al each share of stock standing in his nan
no on the books of the corporation, said vo
es to be cast in person or by proxy and
~. majority of the votes cast shall ele'
nd Failure to elect Directors on the day abo
ic- specified shall not dissolve the corpor
p- ton but the Directors then in office shi
It's remain in Office until their successors a
ne elected. The Board of Directors sh;
re-, have power to fill all vacancies viii
m may occur or in any manner arise or
'e; created on the Board, even though
.er quorum remain at the time such vacanci
les are to be filed. The Board shall ele
nd from their number a President, a Vic
on President, Manager and q Treasurer, al
IL they shall also elect a Secretary, who ne
no not be a Director or stakeholder; pr
ay vided, that from time to time the Boa
ne may dispense with any of such office
and, or may combine and, or separa
,r- any of them and, or may elect such 9th
r. officers as they may think proper or co
Is venient for the carrying on of the col
DC. pany's business, and may provide that n
OF officer need not be a member of the Boar
ne or a stakeholder: and they shall fix t
TN salaries of the officers. agents and el
or ployees. At any meeting of the Board
Directors, any director absent from [
lr- meeting may be represented by any 9th
Dr. director who may cast the vote of [
,ss absent director according to the writ
ed instructions, either general or special
RS said absent director. The Board of
in rectors shall have authority to make a.
to establish, as well as alter and amend,
op bylaws, rules and regulations necessa
nd and proper for the support and mans
'or ment of the business and affairs of Il
20 corporation and not inconsistent with II
to charter; and they shall have power
ri issuance of notes and the execution
lu. pledges, and generally to do all thin
of necessary or convenient for the prop
to carrying on of the business of the c,
nd poration.
Nv Until a general meeting of the stockhoI