The herald., 1922-06-01
CHARTER.


begin business and be a going concern
as soon as twelve thousand five hun
dred dollars of stock shall have been
subscribed for. Said capital stock may
be increased up to the sum of twenty
five thousand dollars in any manner
provided for by the laws of this state.
and whenever an increase of said CAPT
tai stock shall have been authorized.
fifteen days written notice shall be
given to each stakeholder within which
time the present stockholders in the
corporation shall have the right to
subscribe to the said increase of stock
| in proportion to the number of shares
OF stock held by them, and which shares
shall be paid for at such time and in
such manner as the board of directors
may direct. After the expiration of
the said subscription and payment, the
| board of directors may dispose of the
shares not taken for the benefit of the
corporation, in such manner as they
may think proper, at not less than par.
ARTICE VII-AlI transfers of stock
shall be made on the books of the cor
poration by surrendering the certifi-
cate thereof to the presiding officer,
who shall write the word cancelled
prominently across the face thereof.
and erase the presidents signature
therefrom before issuing a new certi-
fiCate.
ARTICLE VIII-At all elections by.
or meetings of. the stockholders. each
share shall be entitled to one vote to
be cast either by the person in whose
name the stock appears on the books of
this corporation at the time of the
voting, or by an attorney holding the
said stockholders written proxy.
ARTICLE IN-The business and cor
pOrate affairs of this corporation shall
. be transacted by a board of directors
of not less than three directors nor
more than five directors. to be com
posed Of stockholders thereof, and they,
and each of them shall be elected at
/ a meeting to be held for that purpose.
Any vacancies in the board of directors
so elected shall be filled by the said
board of directors. Fred j. Allen. L..
| W. Allen and +. y. DidalgO. all resi-
dents of the City of New Orleans. La.
shall constitute the first board of di-
rectors. and shall hold office until the
third Monday in January, 1928. or I'M
til their successors are elected and
qualified, and each subsequent board
shall have their seats Immediately fol-
| lowing the election. or soon there
after as practicable. and shall hold
their office until their successors shall
have been elected and qualified. The
directors hereinabOve named shall elect
their own officers. The stockholders
may at any time appoint the two addi-
uOnal directors provided for in this
charter to serve concurrently with the
other directors herein named. on the
third Monday in January. 1928, and
annually thereafter. an election for
directors by the stockholders shall be
held at the office of the corporation.
!
have been given by notice mailed to
each stakeholder at his last known ad-
dress. Every board of directors shall.
at it's first meeting after its election,
or as soon thereafter as practicable,
elect from their own number presi-
dent, vICs-president and a treasurer.
. The board of directors shall also elect
a secretary who may, or may not, be
a member of the board The office of
the secretary and treasurer may be
filled by one and the same person: at
the discretion of the board. a failure
to elect directors on the date above
specified shall not dissolve the cor
poration, but the then existing board
of directors shall continue in office
until their successors are elected. FIJI
teen days prior notice shall be given
in the manner hereinabove provided.
which notice. shall be full and COM
! plete notice to all stockholders of such
meeting. Any director shall have the
| right to be represented at any meeting
| of the board of directors of this cor
/ pOration by an attorney holding the d.
| rector's written proxy. The majority
/ of the members of the said board of
| directors shall constitute a quorum for
/ the transaction and management of all
/ business of said corporation. They
may make such bylaws, rules and
/ regulations as they think proper for
! the transaction of the business and
| affairs of said corporation.
ARTICLE X-This act of incorpora-
| ton may be changed modified or al
tered. or said corporation may be dis
| solved with the assent of three-fourths
/ of the amount of present or represented
at any general meeting of the stock
/ holders of said corporation, convened
| for that purpose, after previous notice
| given in the manner hereinabove set
| meetings of stockholders, whether for
| the purpose of liquidation or for any
! purpose may be held at any time with
| out notice by unanimous consent OF
oil hnl
secretary.
! ARTICLE XI-No stockholders shall
ever be liable for the contracts or faults
| of this corporation in any further sum
than the unpaid balance due the com
pany on the shares owned by or sub
| scribed for by him; nor shall any In
formality in the organization have the
effect of rendering this charter null,
or of exposing the stockholders to any
| liability.
ARTICLE XII-whenever this corpo-
ration is dissolved. either by Limitation
| or from any other cause. its affalrs
shall be liauidated under the superin-
| tendency of three stockholders, to be
chosen for that purpose by three
fourth in amount of the stockholders
| present or represented at general
meeting of stockholders at which the
election is held. Said commissioners
| of said corporation shall have been
fully liquidated. In case of the death
| of one of the commissioners, refuSa
| or inability to act, the remaining com,
missioners shall continue to act anc
| shall elect another stockholder in the
place and stead of the commissioner
| who has ceased to act.
This said charter shall serve as the
original subscription list. the sub
| scribers hereto having set opposite
| their respective names the number o.
shares of stock for which they nave
| subscribed.
Thus done and signed in my office
in the city Of New Orleans, on the day
month and year first above written; II
the presence of c. J. Estopinal and 5
T, Davilla competent witnesses, resid
ing in this Parish, who hereunto sigI
their names with the said appearer
and me, notary after due reading o
the whole.
(Signed):
Fred J. Allen. $50 shares: LANCE w
Allen, $50 shares; F. X. Hidalgo. 10
shares; c. ]. Estopinal, s. I. Davilla
JOHN C. O'CONNOR,
Notary Public
I, the undersigned Recorder of Mort
cages, in and for the parish of Or
leans, State of Louisiana, do hereb
certify that the above and foregoing
Act of Incorporation of the Fred j
Allen Company Inc. was this day
duly recorded in my office in Boo
1868, Folio 2s7.
New Orleans. May 2, 1922.
Deputy Recorder.
I. the undersigned Notary Public. Il
and for the City of New Orleans, Par
, ish of Orleans, State of Louisiana. d
hnrahy cartifv thar the above and fore