The herald. [volume] (New Orleans, La.) 1905-1953, 1921-11-24
CHARTER.

Section o. The whole or the preferred
and common stock of this corporation,
or any part thereof, may be issued and
delivered TO any person. firm or cOrpor-
alton for the acquisition of rights, privi
leges, property, business or good will, or
any part thereof owned or controlled by
such person. firm, or corporation.
The Board hereinafter created is speci-
ally authorized to issue and dispose OF
stock for any or all of the purposes
above stated. as in its judgment may
seem fair and proper.
ARTICLE ". Section l. All of the
powers of this corporation shall be vested
i'm and exercised by the Board of Direc-
tors of not less than three. nor more
than seven, to be named from among the
holders of common stock. The number
of directors within said limits shall he
fixed at the annual meeting of the stock
holders provided that the number at any
time be less than the maximum of seven
directors. the record holders Of a major
ity Of the common stock (unleSs the COM
mon stock should have lost the right TO
vote because of arrears in dividends on
preferred stock as herein prOvidedD may
at any time by an instrument in writ
ing. increase the membership Of the
Board to any number not in excess of
seven and name holders of common stock
TO fill vacancies thus created. In inter
walls between meetings of the Board of
ton may be vested in and exercised by
an executive committee Of not less than
five directors to be appointed by the
Board of Directors. Unless otherwise
provided in the bylaws of the company.
n majority shall constitute a quorum of
the Board. The Board of Directors shall
be elected annually by ballot at stock
holders meeting, to be held on the 3rd
Wednesday Of September of each year,
after due notice given by mailing same
10 ., -lgNN ~
their last known pOstOffice address. or il
none be known. then to the General De.
livery at New Orleans, Louisiana. at least
fifteen days before the date of said meet
ing. Upon elections for Directors, as
upon all other matters. the right to vote
shall he vested exclusively in the com
mon stock. unless the company be in ar
rears for the annual dividend payments
on the preferred stock. in which event
the sole voting power of the company
shall be in its preferred stock until the
dividends in arrears shall be fully paid
as hereinabove provided. In case of any
vacancies In the directorate through
death, resignation. disqualification or
other cause, successor TO hold office
for the uneXpired term of the Director
whose term shall be vacant. and until
the election of successor shall be ap-
pointed by the Board of Directors in ac-
cOrdance with the written directions of
a majority of the holders of the class
of stock then entitled to vote Failure
to elect Directors upon the day specified
shall not dissolve the corporation, but
the directors then in office shall continue
in office until their successors are elected
and qualified. The Board of Directors
at the first meeting following each an
nual election shall elect from their num-
Der a president and one or more vice
presidents. who without mineral desig-
nation shall rank in the order in which
they are elected. and they shall likewise
elect, but not necessarily from their num-
Der, secretary and treasurer (who
may be the same Individually and such
other officers and such committees as
the Board of Directors shall deem neces-
sary. The Board shall have power In
its discretion to unite two or more Of
fices and to confer the same upon one
person. and shall have the power to fix
the salaries of all the aforementioned
officers and of such further officers and
| agents as they may deem necessary.
At any meeting of the Board of Direc-
| tors, any Director absent from the meet
| ing may be represented by any other Di
rector. according to the written direc'
! lions. either general or special, of the
| said absent Director.
| Section 2. In furtherance and not in
| limitation. of the powers conferred by
| law. the Board of Directors is hereby ex-
| pressly authorized:
| (a) To make and establish. as well a:
alter and amend. all bylaws. rules and
regulations necessary and proper for the
| support and management of the business
| affairs of said corporation, not incOns1s-
tent with its charter.
! (b) To borrow money necessary FOL
the ordinary business operations of thu
corporation through the president o.
some other duly authorized agent OF
agents. to execute mortgages or pledge
and issue notes, bonds or other obliga
tions. for such amounts and on sucl
7 as in thpir Judgment Ia
deemed advantageous, and generally d.
all things reasonable and necessary TO
the proper carrying on of the bushes
| of the corporation; provided, however
that SO long as any of the preferred stool
is outstanding the corporation shall no
incur any additional Indebtedness, Sc
cured by mortgage or pledge. of any o
the property acquired by IL upon its or
ganization Except Liberty Bonds. con
tracts, claims and obligations) withou
the consent in writing of the holders o
seventy-five (75) per cent of the then out
standing preferred stock.
(c) To issue and deliver fully pai
shares of stock and bonds or obligation
of said company, in payment of propert
or rights actually received by said cor
I'D To direct or determine the us
and disposition of any surplus of tn
net profits over and above the capita
stock paid in. subject to the provision
OF tnIs cndTJtF.
(e) To do all such acts and thing
as may be necessary to carry out tn
objects for which this corporation Is oil
ganized.
Until the next general meeting of tn
stockholders for election of the Director
to be held under this charter on the 3r
Wednesday of September, 1922, or unit
their duly qualified successors are electe
or installed. the Board of Directors @
this corporation subject to increase a
herein provided, shall be composed or
II. S. Haggerty, Hattiesburg, Miss; l
n. Steadman. Hattiesburg, Miss; X.
Mcleod. Hattiesburg, Miss; n. p. Hat
ten. Hillsdale. Miss; n. s. Bruce. Mem
phis, Tenn, 800 Monroe Ave: J. Z. W.
tiers. 104 Baronne St., New Orleans, La
+. f. Truett. 704 Baronne St. New Oh
leans. La; J. o. Rea, 704 Baronne 81
New Orleans, La.
OF the foregoing, r. p. Mcleod sha
be president; J. o. Rea, yice-presider
and general manager; n. S. Bruce, vice
president and r. +. Smith secretary an
E. J. Brandt. treasurer.
ARTICLE 6.-This act OF incorporate
may be modified. changed or amends
or the corporation dissolved, by vo
of two-thirds of the stock then entitle
, to vote present or represented at gel
, eraI meeting of the holders of such stoe
, convened for such purpose, after previot
notice shall have been given In the maj
ner above required to be given OF Il
, annual meeting of the corporation; pr
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