The herald., 1922-04-27
CHARTER.

Il
this corporation is hereby fixed at the
sum of Twenty-Five Thousand Dollars
(S25 OOOOO), divided into and represented
by two hundred and fifty shares OF stock
of the par value of One Hundred boi'
lars (SIOOOO) each. Said stock may be
issued full paid and worcestershire. for
cash or property, real or personal or Tor
services rendered. Any increase of cap
itaI stock hereafter made may be ISSUED
for cash or the acquisition OF property
insurance agencies or businesses OF
other rights to be acquired by the cor
poration or for services rendered and
Labor performed. The capital stock may
be- increa> >ed TO Fifty Thousand DOilarS
l$50OOO.OOJ.
No stock shall be sOId or transferred
until an opportunity is first Afforded all
other stockholders of record to purchase
said shares of stock at book value, as
shown by the inventory preceding such
notice. Written notice shall b" gwen
by the owner to the Board of Directors
for the use and bcUcht Of such other
stockholders: it shall he transmitted
without delay by the Board to them, ana
must be accepted within thirty days
from receipt of the boards notice ana
paid for in cash within ninety days from
such notice. The stockholders shall nave
the right to buy said shares in proper
tiou to their holdings, and any shares
not taken in proportion !na! be taken
by the other shareholders. Failure or
the stockholders to buy shall by the mere
expiration of the time limit release the
stockholders from the effect OF this pro-
vision.
No stock shall be held in this cor
poration by employees, who are not ofh
GERS. except such as has been subscribed
for in this charter, or which may be
transferred with the consent of the Board
of Directors to such employees at the
time of or during employment. When
ever such employment ceases through
death. resignation, dismissal or other
wise. the Board Of Directors shall call
the stock of that person for transfer to
the other stockholders. as provided in
this charter: but the price TO be paid
shall he book value as per inventory last
preceding such call; the said price shall
he paid in cash within sixty days from
such call No stock held or controlled
by such employees shall participate IN
any new stock hereafter authorized and
issued. or in any stock hereafter to be
issued when sold under the preceding
provisions. unless with the consent or
the Board of Directors expressed by res
outionS entered on the minutes. For
the purposes of this article, the inven-
tory and books shall be closed as of juno
2Oth and December 3lSt, in each year
from and after December 3lSt, 1922 The
substance of the foregoing provisions
shall be stated briefly and Succinctly in
or on the face of each certificate of stock,
and shall be conclusive evidence and
notice To all persons dealing Herewith
The Board of Directors is hereby con.
stituted the agent of the stockholders
for the purpose of enforcing and carry
ing out the foregoing provisions.
ARTICLE V. All of the corporate
powers vested by law or this charter
in corporations shall be exercised by the
Board of Directors of this corporation.
including the right to manage. control
and direct the affairs of the corporation.
poratiOn or merge the same into another
corporation. and TO take in payment of
any such sale of merger, cash. bonds.
notes or stock of the purchasing or
merging corporation, or of new cor
poration, created for the purpose. with
out the necessity of referring either or
any of said acts TO the stockholders.
Th Board of Directors of this corpor-
alton shall be composed of four stock
holders who shall be elected annually, on
the first Tuesday Of February. of each
year. The first Board of Directors of
this corporation shall he composed Of
Peter +. Pescud, Edward L. Sarrat.
James FernOn and Linden +. Braud, who
shall hold office until the next annual
meeting on the first Tuesday of Febru-
ary. 1923. with Peter +. PeScud as Pres
ident. James FernOn as Vice President.
Linden +. Braud a. Secretary. and Ed
ward l.. Sarrat as Treasurer. The cleo
tion of the Board of Directors shall he
to the stockholders. delivered in person
or sent by mail to the address given in
the current city directory, unless the
address Of such stOckholder shall have
been registered with the Secretary. and
in default of either, care of General De
livery. New Orleans. La. The election
shall he held at the office of the cor
pOratiOn at such hour as may be fixed
by the incumbent Board of Directors
and under the supervision of three (3)
h.,
At such election each stakeholder shall
he entitled to one vote for each share
Of the capital stock held by him, and
the persons receiving the highest num-
ber of votes cast at said election shall
he declared elected. and the Board of
Directors thus elected shall meet and
organize as soon after said election as
possible. A majority of the whole Board
shall constitute quorum, and Direc-
tors absent or unable to attend may
authorize directors present to represent
them by written proxy filed with the
Secretary. and with all the powers such
absentees could exercise If present in
person.
All routine business matters shall be
decided by the majority vote of the
quorum present at such meeting. not
withstanding anything in this charter
or the law TO the contrary; but any mat
ter or thing affecting the general policy.
property or corporate rights of the cor
pOratiOn shall be adopted only by the
vote of the majority of stock held by
the individual members of the whole
Board of Directors. and proper minute
entries shall be made to show these facts.
The Board of Directors may establish
bylaws. rules and regulations for the
government Of the corporation, and il
may also create committees for the man
agement of the several departments of
its business. including an Executive
Committee of not less than three (3)
members of the Board, which committee
shall be empowered to exercise all the
functions of the Board of Directors dur
ing the recess of this Board, save those
herein reserved for the full Board. The
Board of Directors shall fill vacancies
occurring in this body during the term
thereof Meetings of the Board of Direc-
tors may be held at such times as shall
he set by the Board itself or at the call
Of the President and at the request of
any two stockholders.
ARTICLE VI. This charter may be
amended and the capital stock increased
and decreased with the consent of two
thirds of all of it's stock expressed at
meeting called for that purpose, or in
any other way permitted by law.
ARTICLE VII. This charter may he
dissolved with the consent of two-thirds
Of the issued and outstanding capital
stock expressed at a meeting called for
that purpose, or in any way permitted
by law. Upon the dissolution of the
corporation by limitation or otherwise,
the stockholders shall elect from among
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