The herald., 1922-09-07
CHARTER.

thereto.
ARTICLE ". The presently author
! lied capital stock of this corporation
is hereby fixed at the sum of One
Million Dollars (Sl,00O.O 100000, divided
into and represented by ten thousand
| 100000 shares of the par value or
one Hundred Dollars (Sl0O.OO) per
| share. The amount OF said stock may
be increased to Five Million Dollars
| (S5,OOO,OOO.OO).
! ARTICLE V. No transfer of stock
| shall be binding upon the corpora ton
| unless and until made and recorded
| upon its books. The corporation shall
| have the right to refuse TO transfer
| any stock SO long as the shareholder
demanding the transfer is in any way
/ indebted to the corporation, and the
| corporation shall have lien, pledge
and privilege on each share of stock
| to secure any indebtedness due by the
| shareholder TO the corporation.
ARTICLE VI. All the powers of this
| corporation shall be vested in a Board
| composed of not less than three nor
more than seven directors. The pre-
! else number of directors within said
| limits shall be fixed by the stockhOld-
| ers at the annual meeting, or at
! special meeting called for that pur-
pose, provided that in the interval be-
| tween stockholders meetings the Board
| itself may elect additional directors
within the maximum limit above pro-
Nldcd, II the stockholders shall not
| have elected the same. y majority of
I the Board shall constitute a quorum.
| said Board of Directors shall be elected
annually at the stockholders meeting
| To he held annually at the office of
the corporation on the second Monday
IN May Of each year, after notice given
To each stakeholder by mail at least
fifteen days before the date of the
meeting, addressed to the last deSIg-
mated address of the stakeholder; or,
II he has designated no address, to the
| General Delivery at New orleans.
Special meetings Of the stockholders
may he called by the Board of Direc-
tors or by the President or Vice PreSi-
dent at any time and notice thereof
shall Ice given IN the manner provided
Tor annual meetings, provided that in
All cases all notice may be waived 10y
unanimous consent. Each shareholder
snail be entitled to one vote for each
share Of stock standing in his name
on the books OF the corporation, said
NOt" to be cast in person or by proxy
and majority Of the votes cast shall
elect Failure TO elect Directors on
the day above Specified shall not dis
solve the Corporation but the Directors
then in office shall remain in office
until their successors are elected and
qualify. The Board of Directors shall
have power to fill all vacancies which
may occur or in any manner arise or
be created on the Board. even though
no quorum remain at the time such
vacancies are to be filled The Board
shall elect from its 4 number Il PreSi-
dent NiCe-ireSidcnt and shall also
elect Secretary ana Treasurer who
may bc the same individual and need
not he members of the Board or stock
holders; and the Board is expressly
authorized from time To time TO dis
pruSc with any of said officers and
or combine and lOr separate any of
them. and I or elect any other such
officers as the Board may think proper
or convenient To the carrying on of the
company business, and TO provide
that said officers need not be mem
berS OF the Board or stockholders: and
The Board shall fix the salaries of the
ny Il
any meeting OF the Board of Directors.
any Director absent from the meeting
may be represented by any other DI-
rector who may east the vote of the
absent director according to the writ
ten instructions, either general or
special Of said absent Director. The
Board of Directors shall have authority
To make and establish, as well as alter
and amend. all bylaws rules and regu-
lauOnS necessary ana proper for the
support and management of the bust
ness and affairs of this corporation
ana not inconsistent with this charter;
ana they shall have power to authorize
the borrowing OF money and the iSSu-
dnce Of notes and the execution of
pIeIEeS ana mortgages, and generally
|" 10 All Things necessary or convenient
Tor the proper carrying on of the bust
ness of the corporation.
Until general meeting of the stock. |
holders for election of Directors TO be |
held in 1928, or until their duly quail /
fled successors are elected and in
stalled. the Board of Directors shall
he composed Of the following: IL
Buchanan, the post office address OF
all of whom in United Cotton Build |
ing, New Orleans. Louisiana. Pending
the general meeting of stockholders
in 1923. these Directors may elect
other Directors up to a total of Five !
ARTICLE VII This act Of incor.
poration may he changed, modified or
amended or the corporation dissolved
by a vote of two-thirdS of the entire |
capital stock present or represented at
Il general meeting of the stockholders
convened for such purpose, after pre-
vious notice shall have been given in |
the manner above required. to be given
OF the annual meeting of the corpor-
ARTICLE VIII. If this corporation
shall be dissolved. either by liquidation
or from any other cause. it's affairs
shall be liquidated by three commits
sioners to be appointed at the meet /
ing of stockholders convened for the
purpose of liquidation, and to be elect !
"u by the majority vote Of all the |
stockholders voting upon a parity Said |
llquldatorS shall remain in office until
the affairs of the corporation shall
nave been fully settled and liquidated. |
authority TO transfer and give title to |
al the property and assets of the cor !
poration and to distribute the proceeds |
In case of death, disability or resig- |
snail be filled by the survivor.
ARTICLE IN. No stakeholder shall |
be held liable or responsible for the
contracts or faults of said corporation |
IN any further sum than the unpaid |
pdIahCe Que on the shares of stock /
owned by him, nor shall any mere |
lhiormaIlty in organization have the |
erect OF rendering this charter null /
or OF exposing any stakeholder to any
liability beyond the unpaid balance due
on his stock.
In order that this charter NAV serve
as me original subscription list the |
subscribers hereto have indicated oDDo-
site their respective signatures Tho
number of shares of stock subscribed
for by each of them.
There is annexed hereto to be read
IN connection herewith an accurate de-
tailed and itemiZed descriptiOn of GER
alton for payment of subscriptions to
us capital stock, together with a state
inent or the value thereof, as appraised
by the directors
Thus done and passed at my notarial
ptllce in the city of New Orleans, !
state OF louisiana, on the day. month
ana year first hereinabove written i'm |
me presence of Monte NJ. Lemann and
LOUIS Bethancourt competent witnesses.
names. together with me- Notary. and
Of the whole
(Original signed)
, Witnesses: Monte NJ. Lemann. L.
BethancOurt.
WATTS X. LEvERICH.
.,. - Notary Public.
(seaD WATTS X LEvERICH.