The herald. [volume] (New Orleans, La.) 1905-1953, 1921-09-15
CHARTER.


I stockholders, Il majority of whom at any
| time shall constitute quorum. Salu ~
| rrCtOrs shall be elected annually on the
! second Monday in September III each year
except the hrSt board appointed III inns
cnarter, who shall hold their OHIces uhtii
/ the second Monday in September, 10,
All suCn elections shall be held by Dal,
| lot anu conducted ut the Office oI sdlu
/ corporation under the supervision or three
J 90 commissioners To be appointed by lhe
board Of directors. Notice OF such elcc-
! tons shall be given by the secretary OF the
| company by written notice Thereon de'
liNered personally or by dePosltlhs sant Z
! in the post office, properly addressed TO
| each stakeholder, ut least thirty (jO) ia! >
preceding each meeting.
| At ali such elections and at all corporate
meetings every stakeholder shall be en-
| titled to one vote Tor each share OF STOCK
/ standing in his name on the books OF the
corporation, ~ be cast in person or by MS
written proxy and majority OF the votes
] cast snail elect
ANY vacancy occurring among the di-
rectUrs by DEATH resignation or otherwise
snail be ullrd by election tor the remainder
! oil the term by the remaining directors.
y failure To elect directors ON the uate
above specified shall not dissolve the cor
| poratiOn nor impair its corporate manage
mcnt, but the directors then III Onlcc shdIl
remain in office until their successors are
elected and qualified.
The board of directors shall elect from
their own number u president and vice
president. They shall also elect secretary
aud treasurer. Each director shall nav"
the right to name and appoint proxy 10
act for him AT all meetings of the board
OF directors. They shall have power ana
authority To appoint a general manager 10
conduct the business OF the corporation
under such authority as may be granted
by the board of directors, from time to
time and they may. from time to time,
name and appoint all such other officers
and agents as may be deemed necessary
for the purpose and business of the cor
pOratiOn. They shall have power to nix
ana define the duties of every officer and
employee and all officers and employees
shall hold Office and employment at the
pleasure of the board.
The board may make and establish as
well as alter ard amend any and all by
laws, rules and regulations necessary and
named and undersigned. personally came
and appeared, ). Alfred Levy and Clarence
notes and other obligations and GENERALLY
TO do all things reasonable, convenient and
Eecessary for the proper carrying on OF
the business Of the corporation.
The board may issue full paid shares of
stock for cash or in payment OF labor
done or property actually received by said
corporation.
ARTICLE VI-Any stakeholder owning
ten QO) or more shares Of the capital
stock of this corporation shall have the
right to dissolve the corporation, provided
he gives at least six 90 months notice TO
the other stockholders of the corporation
ana 10 the directors OF the COEpOTdllOu VI
his intention to dissolve and Equldate the
corporation. At the date set in said notice
for the dissolution or liquidation OF the
corporation. the directors and stockholders
of the corporation shall vote for the dis
solution and liquidation of the corpora
ton; but should the directors and stock
holders of the corporation fail or refuse
TO vote for its dissolution and liquidation,
then and in that event the stakeholder so
demanding the dissolution of the corpora
tion shall have the right to liquidate the
corporation upon his vote alone.
The provision hereinaboye set forth CIV
ing a stakeholder the right to demand the
dissolution and liquidation of the corpora
ton is not intended to prevent the dlrec-
tors and stockholders from hquidatlng the
corporation according to law at any time
previous to the demand OF such stock
holder, but is intended only to give such
stakeholder the right to dissolve the cor
pOratiOn should the directors and stock
holders fail to dissolve or hquidate accord
ing to law the corporation after the six
months notice as hereinabOve provided for.
Whenever this corporation may be dis
solved, either by limitation or for any
other cause, its affairs shall be hquidated
by three 90 commissioners who need not
he stockholders or directors, which said
commissioners may be selected in accord
ance with law by a vote of the stock
holders; and, in the event that the stock
holders fail or refuse to select the said
commissioners in accordance with law.
then said commissioners may be selected
hv the stakeholder who has demanded the
dissolution or liquidation of the corpora
tiOn in accordance with the provisions of
this charter.
Said commissioners shall remain in Of
flee until the affairs of the corporation
shall have been fully liquidated. In case
commissioners, the vacancy shall be filled
by the surviving commissioner.
ARTICLE VII. This act of incorpors-
ton may be modified, changed or altered
"a no panifDl he increased n
decreased in accordance with law. proyid-
ed, however, that each stakeholder shall
be given written notice at least thirty
500 days prior to the date when the
stockholders meeting is called for the
purpose, provided said notice shall state
the respect in which said act of incOrpora-
ton is to be modified, changed or altered
or its capital stock increased or decreased.
ARTICLE VIII. No stakeholder shall
have the right to sell or otherwise dis
pose of the stock of this corporation with
out first offering the same in writing to
the Board of Directors of this corporation.
through its president, which Board shall
have thirty days after notice within which
to accept or refuse the offer. Should the
Board of Directors accept the offer. said
directors shall be entitled to purchase
stock so offered at par irrespective of the
book value of the stock and irrespective
of what offer has been made for the stock.
In case the Board of Directors accept the
offer to purchase the stock, then the d.
rectOrs (Other than the one offering to
selD shall have the right to purchase the
stock in the proportions in which the said
directors are stockholders of the corpora
ton. Should the said Board of Directors
fail to avail themselves of the privilege
to purchase the stock within said period
of time, then the said stock so offered
may be sold to any other person or per-
sons.
ARTICLE TX. No stakeholder shall ever
be held liable or responsible for the con-
tracts. faults or debts of said corporation
in any sum further than the unpaid bal
ance due the corporation on shares of stock
owned by him, nor shall any mere inform
ality in organization have the effect of
rendering this Charter null or of expos
ing a stakeholder to any liability beyond
the unpaid amount remaining due on his
stock.
ARTICLE Y. H vogemann, of Ham,
burg, Germany; c. Goudriaan, of Rotter-
dam, Holland; J. Goedhart, of Rotterdam,
Holland. and Richard Vogemann, of Ham
lected as the first Board of Directors of
this corporation, with the said Fl. VOge-
mann, as president, G. Goudriaan, as vice.
president. J. Goedhart, as treasurer, and
Richard Vogemann, as secretary, to serve
as such until the second Monday in Sep
TENDER, 1922, or until their successors
have been elected and qualified.
The subscribers hereunto have respec-
lively written opposite their names the
amount Of the stock of this corporation
subscribed for by each of them and this
act of Incorporation shah serve as the
original subscription list of this corpora
ton
rhus done and passed, at my office, in
the City of New Orleans, in the presence
of Joseph Bayle and Frederick F. Gems
Ter. competent witnesses, who have here
hnf tha- .x-tNI