The herald., 1922-06-22
CHARTER.

now or hereafter existing, shall be ex-
ercised by the board of directors of this
corporation. The power here granted shall
include the right to sell the corporation,
| to merge the same with any other cor
| poration. to fix the price of such sale or
the terms of such merger, and to receive
In payment or satisfaction thereof
moneys, shares of stock, or obligations of
the purchaser or merging corporation as
in the judgment OF the board of directors
shall be determined. ANY action taken by
the board regarding the sale or merger of
TINS corporation shall be determined by
the number of shares voting and not by
the number of directors, and IL shall not
be adopted unless fOur-fifths of the whole
| through said directors in the affirmative
Any member of the board of directors
may be represented at a meeting by a
written proxy TO stakeholder of the cor
pOration.
The board Of directors shall be COM
posed of not less than three and not
more than five stockholders. as shall be
determined by the first board of directors.
The power to increase its membership
| here expressly conferred upon the first
| board of directors having been exercised
: by 1t, shall not hereafter be used and any
further change in this provision shall be
made by the stockholders. The first board
Of directors shall be composed of the fol
| lowing subscribers to this charter:
Charles e. Cowles, New Orleans, Louis
lana; {. =. Judkins, New Orleans, LOuiSi-
-,
| Louisiana. who shall respectively hold
the office of president, vice president and
| secretary -treaSurer, and shall continue in
| said offices until their successors are
! elected and qualified.
The board of directors may separate the
| office of secretary treasurer, and fill
| either of said trusts by person not a
stakeholder. 1t may provide, also, for ad-
ditiOnal vice-presidents and hll the said
positions. The board of directors and the
| officers of this corporation shall be :tock-
| holders unless otherwise provided herein.
! meeting OF the stockholders of the
| corporation shall be held on the fourth
| Wednesday in July Of each year for the
| election OF the board of directors and for
! such other business as may come before
| II. Special meetings of stockholders may
| be held at any time by order of the presi-
| dent, the board of directors of of any
| stakeholder. Written notice of the annual
meeting shall be given by the secretary at
least fifteen days prior to the date here
| of. addressed and mailed to the last re-
| giStered address Of the stOckh Olders, and
| in default. to the address contained in
| the current city directory; and two days
notice shall be sufficient for all special
meetings of such stockholders.
Each board. after its election, shall,
| Immediately, from its number, choose the
| officers OF this corporation, except. IL the
| board has separated the office of score
! tary-treasurer, one Of said offices may be
| hlled by person not a stakeholder or
| director.
Elections shall be by ballot unless
waived by unanimous consent. and two
| commissioners shall be appointed by the
board of directors to supervise the said
| election. At all meetings of the stock
| holders the vote shall be viva voce. but
any stakeholder may require a vote to be
| by ballot.
At all meetings. each stakeholder shall
! be entitled TO one vote for each share
| standing in his name on the books of the
corporation at the date of the meeting,
/ nfn ms h.a 3N In
| by proxy, and such proxy may be letter
| or telegram signed by the stakeholder
| granting the same. majority Of the
votes cast shall elect or decide all ques-
| tions before the meeting.
! Failure TO hold elections or to elect a
1 board of directors shall not affect or dis
solve the corporation, nor impair its man
agement in any respect, and the dir
| ectorS then in office shall continue to hold
office until their successors are elected
| and qualified.
Vacancies on the board Of directors.
howsOever caused, shall be filled by the
| board for the remainder of the term, even
though it Is by less than a quorum.
| ARTICLE vI-This charter may be
| amended. altered or modified or the cor
! poration dissolved. and the capital may be
| increased or decreased at a meeting Of
the stockholders duly called therefor. all
| as provided by the laws of the State OF
| Louisiana now or hereafter to he enacted
In case of liquidation of this corpora
|
! mlsSiOners TO be chosen by the stock
| holders.
ARTICLE Vino stakeholder shall
| ever be held liable for the contracts oil
! faults of the corporation in any further
| sum than the unpaid balance due the cor
| poratiOn on the stock owned by him, mol
! shall any mere infOrmality in it's Organi-
cation have the effect of rendering this
| charter null or of exposing the stock.
holders to any liability beyond the amount
| due and unpaid on his stock.
ARTICLE VIII-Wherever notice 4
| required by law or by this charter, the
| same may be waived by unanimous con.
sent of the board OF directors or the
stockholders, as the case may be, and
| such waiver shall be entered on the min.
utes of the meeting to which il applies.
ARTICLE 1N-The subscribers to this
| charter have written opposite their re
| spective names the amount of stock in
this corporation subscribed by them 81
| that this charter may serve as the origi
nal subscription list of the corporation
| and they have stated their post office
addresses, as required by law.
Thus done and passed in my Office OF
! the day and date first above written in
the presence of the undersigned witnesses
of full age, residents OF New Orleans. La.
who have hereunto signed their name,
with the said appearers and me. notary
after due reading of the whole.
Witnesses: Q A. f. Fandal, (2) f. NJ
! ORIGINAL SIGNED):
Chas. c. Cowles. New Orleans. La. 7O(
shares, $4,000; c. p. Judkins. New Or.
leans. La. 800 shares, $4,000: J. Henry
Warner. New Orleans, La, 80 shares
5000.
SCOTT f. BEER
(Sealy: Notary Public
l. the undersigned, Recorder of Mort
cages. in and for the Parish Of Orleans
| State of Louisiana, do hereby certify thai
the above and foregoing Act of IncOrpora
| ton Of the Kohlmann Bros. & Sugarman
Inc. was this day recorded in my offic,
| in Book 1868. folio 3I5
New Orleans May Both, 1922.
(Signed) ROBT SCOTT.
Deputy Recorder
i. the undersigned notary public her,
certify that the above and foregoing Il
true and correct copy of the charte
of Kohlmann Bros. & Sugarman, Inc, o
recOd in my current nOtarial records. to
gether with the signatures of the subScri
bers thereto and the certificate of tn
Recdrder of Mortgages tLereunto ap.
pended.
In faith whereof. I here sign my name
and affix my seal Of office this LIST da!
of June. 1922.
SCOTT f. BEER
| (SeaD: Notary Public
| June S-July u.
CHARTER OF THE REALTY DEVELOP