The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-13
CHARTER.

stockholders. and as may be permitted
oy law. but the preferred stock author
creased unless such increase shall have
been previously authorized by the con-
sent sent OF the holders Of at least two
! thirds (2-3) in interest of each class
| or the then issued and Outstan ding
stock OF the corporation given at a
meeting regularly called for that pur-
pose, or by the unanimous consent OF
all the stockholders in writing.
! te) Except as herein otherwise ex-
| pressly provided or as may be required
by law, all voting power shall he vested
each such share Of common stock of the
corporation shall have and be entitled
to one vote.
Section 3. The amount of common
two million dollars (S2. 900 OOO). divided
into and represented by twenty thou
sand (20.O0Ol shares of the par value of
one hundred dollars (slOO) each.
Subject to. the provisions contained in
Section of this Article " relative to
the rights and privileges Of the pre-
ferred stock and not otherwise. divi-
bends at such rate as may he determined
Directors may be declared and paid on
the common stock out Of the net profits
of the corporation.
Section 4. All Of the aforesaid stock
preferred and common. or any part
thCreT, may he issued and delivered
Ito any person. firm. association. part
nership or corporation, In exchange for
the rights, privileges, properties and
assets owned and ior controlled by such
person. firm, association. partnership or
corporation. or for services actually rem
dercd. or for cash or for labor done.
or property actually received.
; All af the present authorized com
mon stock is to be issued for and ia
consideration Of the transfer and deliv-
cry 10 this corporation If rights. priv
ileges. properties and assets (Suhiect to
M m ion he halaf oh l.
cations. duties and liabilities Of the
! firm known as IsidOre Newman & Son
! of New Orleans Louisiana. appearing on
a detailed itemiZed statement attached
hereto and made part of this charter as
J Of June 30. 1922: and for and in con
Sideration Of the transfer and delivery
to this corporation Of certain prOpertT
and assets owned and possessed nv
MessrS Jacob X. Newman and Paul II.
, saunders. respectively. a detailed item.
lied statement whereof is attached
: hereto and made part of this charter
together with a statement Of the value
, Of the aforesaid rights. privileges. prop
critics and assets so transferred and de
livered 70 tn" corporation. a. appraised
: by the directors.
All certificates Of stock issued herein
, shaIl he full paid and non aSseSsahle.
Section : All shares Of stock are
! issued and held subject TO the following
agreements which are made part thereof
and which shall bind the owner. holder
assignee. Pledge and all other narties
: into whose possession such certificates
' Of stock, or any of them. NAV come, or
7 by whom said certificates Of stock. or
! any of them. may he held and or owned
. (al No transfer. assignment. or Other
disposition OF said stock shall he bind,
ing upon the corporation unless and unit
the same shall be made and recorded
upon It's books;
(h) The corporation is hereby granted
/. and shall have "a lien upon and pledge
Inf Sh1F nf
Y Indebtedness or obligation due by the
shareholder to the corporations;
(c) No holder OF common stock shall
a have the right to or shall transfer. con
vey. assign, pledge. or otherwise dispoS'
. Of such stock, or any part thereof. unless
; and until said stOckhOlder shall have
= first made an offer. in writing. TO thu
!, other then existing common stockholder'
! of record Of the corporation. and e
u the corporation itself. through tn
). Board of Directors OF the cor
r narration. to sell such shares shares, O. O.
: the same shall have been fixed and de
= termined in good faith bv the BoarS
: of Directors tas provided in Article v
= date Of said offer. Such, written affe
:. TO sell shall be addressed generally e
, the other then existing common stock
. holders and to the corporation. and shall
be delivered to the office Of the cnrpo
ration. The corporation shall. through
a its Board 81 Directors or executive OF
:, ficer or officers transmit the offer e
q the then existing common stockh"lderS
= and the stock shall be distributed. pr'
: rata. among such stockholders as desir
. to purchase in the proportion 10 IN
n to each other. ANY stock not so ac
y 0uired may he purchased by the cor
. poration itself. out Of its accumulate
:: surplus and profits The common StH" ,
thirty DAYS from the date when sal'
= offer shall have been received by tn
70 corporation to acquire the stock tnn
: offered for purchase. If az the eNplr.,
tion OF that time there should remai
any portion of the stock offered 10
purchase Impoverished, either by III
= poration. or both. said stock may b
y disposed Of by the stakeholder; provid
y ed however. that IL not diSpOsed o
IN within six months from the date OF IN
!. set forth. said stock must again
;. offered to the common stockholders an
to the corporation, rs heretnaboNe pro
:, vidcd before II can he sold or trans rams
d farred to any other parties, and Tx
!, Limitation shall apply to any Subsequen
- sale and transfer. or attempted SAFE an
transfer Of any Of sncG m, SrSeE the HnT
F. poration may itself acquire under tht
= section. or otherwise. NAV he held
!, may he rpissu"d or sold by me soar
~ Of Directors at such price and AT sue
" time and In such manner rs the Boar
y ~ directors in it's discretion may deter
mine.
The above provisions numbered taD
IL and "(b)" shall appear upon the rae
. Of the certificates of preferred stock an
~ the above provisions numbered "a J.
y "(b)" and "(c)" shall appear upon tn
II face of the certificates of common stOci
y but the Board OF Directors. by unanl
III nous vote and without amendment
D this charter, may dispense with the NJ
h. cessity of writing the aforesaid clause
j. into the stock certificates, or the cei
" tificatps containing such inscription ma
pr he called in and cancelled and new Gel
. tjfcates, Without the inSripton, ma
u be, issued in their stead: and siiniia
change from one class or certincate !
"a the other may from time to time \
ii made in the manner above provided
is Int only upon the unanimous vote
m the Board Of Directors to that effect
u ARTICLE V. All the corporate. pc"
Id ers OF this corporation shall be veste
lie in and exercised by Board OF nv
directors each of whom shall hoId
"a his own name at least one share OF tl
NJ stock OF this corporation. Said Soar
r ~ Directors shall he elected annuall'
TX on the second Wednesday OF Fehruar,
e, in each year. unless such gay shail Ia
VS. on a legal holiday. and In that ever
In snch election shall be held on the ne'
T. succeeding business day which is not
legal holiday; provided. however, thi
I'd such election may he postponed not 2,
re ceeding three months from the da
TT tthpn the same should have been heI
a Inv n vote of two-thirds Of the then e'
"a listing directors. at meeting held
III least fifteen DAYS prior to the date VINE
he such election should have been held an
of