The herald. [volume] (New Orleans, La.) 1905-1953, 1922-01-26
BUY
THE
BEST
CHARTER.

In the event no election takes place ut
the second meeting or II no second meet
ing shall be called or held. the Board
then in office shall hold over until the
next annual meeting tor until their sue
ceS>orS are duly elected and qualified.
Any vacancy occurring iu said Board
of Directors. from any cause. shall be-
filled 10y the remaining Directors. The
Board of Directors may make such by
laws. rules and regulations as they may
think proper for the transaction of the
business and affairs of said corporation.
and change. alter ana amend the SANS
at pleasure and shall exercise AN the
powers of this corporation or may dele
gate the same to one ur more officers
/ or directors or employees al its pleasure.
appoint and fix salaries of all Officers,
clerks and employees. not herein mentioned.
the same To change or dismiss ~ pleasure:
fix the salaries of the Officers provided
for herein: sell. convey. mortgage. pledge,
/ lease and purchase rights. privileges,
! franchises, property. movable. immOyable
and personal: borrow money. lend money,
/ issue notes and bonds: make contracts
! ana sign or cause &" be signed by Of
/ fic"rS or directors specially or generally
/ authorized by the Board of Directors all
necessary acts, deeds. etc. and adopt Il
corporate seal the same to change or
| alter or dispense with al pleasure, and
/ Ia do all things which may Ice necessary
/ TO be done III the management of said
/ business ana permitted 10y the laws ap-
/ plicable to corporations.
/ Any director may at any time give his
! proxy or power of attorney iu writing 10
any other stakeholder. or any other mem
! Der Of the Board of Directors. to repr.
/ MN al any or all meetings OF the Board
/ of Directors, and in such eases the proxy.
whether held by another stakeholder or
another director. shall in every respect
count for all the purposes as if said
director were personally present.
! The President may in his discretion call
a meeting of the stockholders Of this cor
/ pOratiOn to determine whether or not the
| directors then in office shall continue to
! serve as directors. Should majority
| Of the stockholders in amount present or
/! represented at such meeting vote against
/ the then present directors any of them
/ continuing to serve as such, the stock
/ holders shall thereupOn proceed to elect
| directors to take the places of those then
in Office. and the directors thus elected
shall Immediately take their seats. and
those who previously served and are not
reelected shall cease To be directors.
ARTICLE Vino stakeholder shall he
| allowed to dispose of directly or indi-
| rectly in whole or in part or encumber
| any of the shares of stock held or owned
by him without first giving written notice
to the President and Secretary of this
corporation of the intention of such stock
holder to do so. which notice shall state
the number of shares proposed to be sold
or encountered and the price at which
such stakeholder proposes to sell or the
amount of the encumbrance and whether
| or not he mas received a bona tlde Ot1er
for any portion of the shares of stock
proposed to be sold If such bona fidc
offer has been made. the notice shall
state the highest price offered for said
stock and the name of the person offer
ing the same. If the offer be in writing,
it must accompany the notice.
The secretary shall thereupon transmit
to each stakeholder copy of such notice.
} certified by him to be correct. During
the twenty days subsequent to the said
| IN no Gaih Gfn hV
Secretary, the other stockholders of this
: corporation shall have the privilege and
! option of purchasing the shares of stock
r proposed to be sold ut the price named
" in such notice, or at the highest price
offered by any bona fide purchaser. If,
however. the prices above mentioned eX-
coed the value of such stock as shown
by the books of this corporation at the
( end of the fiscal year Immediately pre-
ceding the notice, then and in that event
2 the stockholders shall have the privilege
and option of purchasing the shares of
stock proposed to be sold at their book
value as herein stated. Should more than
, one stakeholder desire to purchase said
! stock at such price. the shares of stock
: proposed to be sold shall be proper
tionately divided among such stockholders
as desire to purchase the same and give
notice to the Secretary to that effect prior
to the expiration of the twenty days
above provided for. If none of the stock
holders elect to purchase the said stock
I within the time above provided. the stock
holder proposing to sell shall have the
privilege and is authorized to sell the stock
about which he has given notice In
accordance with the terms and conditions
of the notice given by him, and not
otherwise.
The Officers of this corporation are
hereby prohibited from issuing certifi-
Gates of stock sold contrary 10 or In con-
flict with the provision of this charter.
ARTICLE vIII-This charter may be
changed. modified or altered, or said cor
poration may be dissolved in the man
ner and by the majorities fixed by law
at any general meeting of the stock
holders of said corporation, convened for
such purpose after previous notice as
required by law shall have been given
in the manner provided in Article VI of
this charter.
But any and all meetings of stockholders
whether for the purposessOf liquidation
or for any other purpose, may be held at
= any time without notice by unanimous
consent of all stockholders, In writing
, filed with the Secretary.
: ARTICLE IX.-Whenever this corpora
2 ton is dissolved, either by Limitation or
from other cause. its affairs shall De
liduidated under the superintendent Of
two stockholders to be chosen for that
2 purpose by majority In amount OF the
] stockholders present or represented at d
) general meeting of the stockholders a,
which the election Is held. Said com
$ missiOners shall remain in office until
q the affairs of said corporation shall have
been fully liquidated. In case or the
death of one of said commissioners or or
J., the refusal or inability of one Of them
{ to act. the survivor shall continue to act
} and may select another stakeholder in
: the place and stead of the commissioner
I who shall have ceased to act.
: ARTICLE X.-The President may, in
I his discretion. and SHALL upon the written
. request Of twenty-five per cent of the
3 stockholders call n special meeting or the
$ stockholders of this corporation.
S ARTICLE XI.-NO stakeholder shall
r ever be liable or responsible for the con-
a tracts or faults Of this corporation In any
: further sum than the unpaid balance due
: TO the Company on the shares owned by
or subscribed for by him; nor shall any
informally in organization have the ef.
n feet of rendering this charter null or void
; or of exposing the stockholders to any
!. liability.
/ Thus done and passed at my
Il the CITY of New Orleans. on the day
J. month and year first above written in tn
J. | presence of Messrs. Thos. J. Martin an'
l. w Mel. Fayssoux competent witnesses
d residing IN this city, who have hereunt'
q signed their names with the appearer
r and me. Notary, after due reading o
h the whole
Is witnesses Thos ]. Martin, W. Mel
n Fayssoux.
d Original signed) Lester F. Alexande
p and others. -
l. J. ZACH. SPEARING.
Notary Public
q 7. the undersigned Deputy Recorder o
~ In nd tho Parish of Or