The herald. [volume] (New Orleans, La.) 1905-1953, 1921-10-06
CHARTER.


consist of three members including one OF
the officers of the corporation, ana the
board of directors may delegate such man
ageral powers as il deems necessary 10
the executive committee, which said com
mittee shall report at each meeting OF the
board of directors. The board OF directors
may name and appoint such other com
mittccs as il may deem necessary Tor tht
purposes of the business OF this corpora
ton.
ARTICLE Who stakeholder shall ever
he held liable or responsible for the con
! tracts, faults, debts or duties of TINS cor
poration. nor shall any mere informally
in its organization have the effect of
rendering this charter null. or OF exposing
| its stockholders to any liability beyond
| that every subscriber of the capital stock
of this corporation, though not holder,
shall be personally liable to the creditors
OF this corporation to an amount only
! equal 10 the unpaid balance on the stock
for which he has subscribed. Trans
fercrs shall not he liable unless IT be
shown that the stock was acquired with
knowledge Of the conditions which would
make the subscriber liable; where b"th
subscriber and tranSfcree are liable, the
liability shall be in sOlidO. and the liza
pility shall continue as TO both. after any
disposal of the stock. Further, that II
stock he issued for property in violation
of the provisions Of Act Pa of the General
Assembly of the State of Louisiana for the
wear 1914 and the amendments thereto, or
# any dividend or other distribution Of
tho assets hp Wdup Otutr IMAM from net
profits. or If 4 reduction of capital h" made
under the gui>c of "A loan to stockholders,
or if any report or statement or public
notice shall not be made as required by
law, or if made shall be false in any ma
tcTial representation, the directors of this
corporation voting or asserting thereto
shall b" Jointly and Seyerally liable to the
creditors Of this corporation for any loss
or damage arising thcretrum. and in case
of reports, statements. or public notices
required by law, the officers shall he Joint
ly and seyerally liable with the directors.
rs provided above, provided, however that
it the knowledge required for the making
Of the statement or report prescribed by
law be not practically ODtainable, the Of
nCerS or director making IL shall not b."
! liable rs herein set out, except in accord
auce with the provisions OF Act "a Of
| the General Assembly Of the State of
| Louisiana and the amendments thereto"
on tL~ subject.
ARTICLE VII-This Act Of Iucorpora-
tiou may be changed, modified or altered,
| or this corporation may be dissolved with
| the assent of the stockholders owning two
! thirds tc-&D OF the issued stock Of this
! corporation. or may be further modified
| with the assent Of the stockholders own
| iuG three fourthS ia OF the issued stock
| OF this corporation: all as is provided 10y
| Act pa OF the General Assembly OF tn"
| state of Loui>ian for the year 1914 and
| IN" amendments thereto. at a meeting Of
| the stockholders convened for that pur-
pose and after due notice shall have been
| given each of said stockholders iS pro
! yided Tor in Article Of this charter or
| Act of Incorporation, except that when
ever in the judgment of the board Of di-
| rertOTS il shall be deemed advisable. and
! for the benefit Of this corporation that il
! should be dissolved. the board of directors
! within ten days after the adoption Of a
| resolution to that effect by a majority Of
| the whole board of directors, at a meetiuE
| called tor that purpose, Of which meeting
! each director shall have received al least
4 i4N Tt.hflf hall ta.Ff
| the adoption Of such resolution 10 he
! mailed 10 each stOckhOI1er, together with
I a notice Of the meeting Of >tOchh Olders
| 20 b" held in the office Of the corporation
| 10 take action upon the resolution 80
| adopted by the board OF directors. In cI~e
| of the dissolution Of this corporation, by
! the expiration Of its charter or otherwise
J the stockholders shall elect three 80 lqui-
datOrS from among its members who shall
have full power and authority to Hquiiatr
and settle the business and affairs of this
| company. In case of death or disability
/ Of any Of said liquidatOrS, the survivor
| or survivors shall appoint successor or
Successors TO him or them.
ARTICLE VIII-Untu thu election to be
| held on June l. 1922, the following stock
! holders shall constitute the first board of
| directors: J. VI. Aucoin. Louis BrOuSSard
| and Joseph I. Buddecke, with the said
J. VI. AuCOin as president; Joseph L. Bud
| deCke As vice. president and Louis BrOus-
| Sard a. secretary treasurer, the respective
| addresses Of these Officers ana directors
being as follows: ]. VI. AucOin, 3l4 Royal
| Street; Louis BrOussard. lS27 Esplanade
| Avenue: and Joseph 7. Buddecke, St
Charles Hotel. all Of New orleans. Louis
| lana.
! ARTICLE IN-The capital stock of this
! corporation, after having been transferred
| form this company to a subscriber there
Of shall not be sold or transferred or Of
| fered for sale or transfer by said sub
Scriber without nrst having offered said
| stock to this corporation ut the then mar
| ktt or book value thereof, which market
| price shall be asCertained from the then
prevailing market price of such stock, if
| such a price prevail at such time. when
| il not, the book value of such stock shall
/ he ascertained either by an agreement Of
| the parties of two competent and eX-
| perienced business men, one to be chosen
! by the subscriber, and the other TO be
| chosen by the corporation. or the stock
| holder or stockholders prospective pur
| chaser or purchasers, when il said two
| parties cannot agree upon book value,
! said two parties so chosen to choose a
| third party, when the majority opinion
shall prevail. In the event of the demise
| OF holder or holders Of the stock Of
| this corporation, the administrator. eN-
ecutor or representative Of his estate Is 70
! Immediately tender such stock to this cor
pOration and the stockholders hereof. on
! tn" same basis unless it Is desired to re-
tain this stock as part of the estate
of said deCpaSe stakeholder Such offer
holders of said stock to this corporation
and the stockholders thereof, by the mail
ing Of registered letter containing such
OTTER or tender, addressed to the last
| known address of this corporation or said
stockholders. Such offer. or tender to re-
main open for a period of thirty days from
the date of mailing of said registered let
ter, when If not availed of, said holder or
holders TO be released TO make Il sale or
| transfer as he sees fit. In the event of
| tins corporation not ayailing itself of
TO be equally pro rated between the stock
holders of this corporation, should they
SO desire 10 avail them selves thereof when
III they do not, such stock might be pur-
chased by such stakeholder or stockholders
| so desiring TO acquire same, in a similar
| proportion. To such extent all stock is
| sued by this corporation shall be non-ne-
SOuable, when this negotiable shall
be evidenced on the face of each certificate
SO issued by rubber stamp, the nature
OF which is evidenced in the margin hereof
opposite this paragraph.
ARTICLE X-Whereas, J. NJ. Aucoin has
| offered for sale. on the basis of subscrip-
| tons to the capital stock of this CORPORA
| ton, the property described in attached
| statement, which was appraised by all of
| the directors of this corporation. and con-
| cernlng an accurate, detailed and itemized
| description thereof as to amount location
| extent, character and state of Improvement
| appear attached hereto, and which said
hereinafter mentioned consideration is
| herewith being paid into the said J. H
| Aucoln in the capital stock of this cor
| poratlCn, and acquittance and receipt be-
| ing herewith given therefor, the property
| described in attached document IS here
| vi rfn Of