The herald. [volume] (New Orleans, La.) 1905-1953, 1922-02-02
BUY
THE
BEST
CHARTER.

In the event no election takes place at
I the second meeting or If no second meet
ing shall be called OF held thu Board
then ia office shall hold over until the
next annual meeting cor until their sue
cc>>urS are duly elected and qualified
Any vacancy occurring in said Board
of Directors, from any cause. shall bee
filled by the remaining Directors. The
Board of Directors may max. such by
/ laws. rul'S ana regulations SIS they may
/ think proper for the transaction of the
} business ana affairs of said corporation,
! and change. alter and amend the SANS
/ nj pleasure and shall exercise all the
/ powers OF this corporation or may dele.
gate the same TO one or more officers
/ or directors or employees AT its pleasure;
appoint ana fix salaries of all officers.
clerks and employees, not herein mentioned.
/ the same 10 change or dismiss NJ pleasure;
fix the salaries of the officers provided
4 Tor herein. sell. convey. mortgage. pledge.
: lease and purchase rights. privileges.
! franchises. property. movable, immovIble
ana personal, borrow money. lend money.
I issue notes and bonds. make contracts
! ana sign or cause to bc signed hy Of
[ iIc"rs or directors specially or generally
authorized 10y the Board of Directors all
necessary acts deeds. etc. and gdout a
corporate seal. the same To change or
/ alter or dispense with at pleasure. and
I &" do all things which may Doe necessary
to be done in the management of said
business and permitted by the laws APP
plicable to corporations.
Any director mas at any time give his
proxy or power of attorney in writing to
any other stakeholder. or any other menu
Der Of the Board Of Directors, TO repr.
him at any or all meetings OF the Board
/ of Directors. and in such cases the proxy.
whether held by another stakeholder or
another director. shall IN every respect
count for all the purposes as il said
! director were personally present.
J The President may in his discretion call
Z inn ne l. 4.
/ poraton to determine whether or not the
! directors then in office shall continue To
serve as directors. Should a majority
/ of the stockholders in amount present or
! represented at such meeting vote against
I the then present directors or 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 be
| allowed to dispose of directly or indi-
| rectly in whole or in part or encumbe-
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 has received a bona fide offer
for any portion of the shares of stock
proposed TO be sold. If such bona fide
offer has been made. the notes 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 a copy of such notice
certified by him to be correct. During
the twenty days subsequent TO the said
notice to the said stockholders by the
Secretary. the other stockholders of this
, corporation shall have the privilege and
option of purchasing the shares of stocl
proposed to be sold at 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 showr
by the books of this corporation at th'
end of the fiscal year Immediately pre-
ceding the notice, then and in that event
,, the stockholders shall have the privileg,
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 day:
above provided for If none of the stock
holders elect TO purchase the said stock
: 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 moi
otherwise.
The officers of this corporation ar,
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 bt
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 fol-
such purpose after previous notice a
required by law shall have been giveT
) in the manner provided in Article VI Of
Z this charter.
r But any and all meetings of stakeholder
whether for the purposes of liquidation
e or for any other purpose, may be held a
r any time without notice by unanimous
! consent of all stockholders, In writing
e filed with the Secretary.
5 ARTICLE IX.-Whenever this corpora
e ton is dissolved. either by limitation Of
r from other cause. its affairs shall b.
liquidated under the superintendent o
two stockholders to be chosen for tina
Q purpose by q majority in amount of thu
j stockholders present or represented at
$ general meeting Of 1.-The stockholders
s missiOners shall remain in office unit
n the affairs of said corporation shall hav
: been fully liquidated. In case of tn
: death of one of said commissioners or o
s. the refusal or inability Of one of then
4 to act. the survivor shall continue to &C
J and may select another stakeholder d
: the place and stead OF the commissions
t who shall have ceased to act.
= ARTICLE X-The President may, 4
I his discretion, and shall, upon the writte
: | request of twenty-five per cent OF tn
= stockholders call special meeting OF IN
3 stockholders Of this corporation.
s ARTICLE XI.-NO stakeholder sha
r ever he liable or responsible for the con
d tracts or faults of this corporation in an
: further sum than the unpaid balance du
: to the Company on the shares owned b
or subscribed for by him: nor shall an
d informality in organization have the ef
a feet of rendering this charter null or vol
J, or of exposing the stockholders to an
/. liability.
J. Thus done and passed at my %
{ the CITY of New Orleans on the day
J. month and year first above written in tn
i presence of Messrs. Thos. J. Martin an
i W. Mel. FayssouN competent witnesses
d residing I'm this city. who have hereunt
d signed their names with the appearer
r and me. Notary, after due reading 9
h the whole.
$ witnesses: Thos ]. Martin, w. Mel
II FayssouX.
d (Original Signed) Lester F. Alexande
= and others. -
Notary Publ
g 7. the undersigned Deputy Recorder {
I t. Co thn 18Th NJ