The herald. [volume] (New Orleans, La.) 1905-1953, 1922-03-16
CHARTER.

port, manufacture, and generally TO deal,
| operate and trade either at wholesale
| or RETAIL in all kinds Of merchandise
without limitation. but especially in
shoes slippers, boots and all kinds oil
foOtgear and hosiery, and articles gen
orally handled in connection Herewith :;
and generally TO carry on any other bus
! mess which under the law il may be
entitled 10 carry on, which may seem
| to the corporation to be calculated,
directly or Indirectly, to effect the afore-
| said objects and purposes, or either or
| them, or to facilitate the corporation in
! the transaction of its aforesaid business
or businesses or any part thereof, or in
the transaction of any other lawful busl-
! ness that may be calculated directly or
| indirectly to enhance the value of or to
render profitable any of the corporations
property and rights, and generally TO
hold and exercise all such incidental
powers and privileges and to do and per
| form all things as relate to the objects
and purposes hereinabOye set forth, or
| as may be needful, necessary, proper.
useful or convenient for effecting said
objects and purposes, or either of them.
ARTICLE ". The authorized capital
of this corporation is hereby fixed at and
declared to be the sum of Ten Thousand
| Dollars (Sl0.0OOOO), which capital stock
may be Increased in the manner provided
| by law to the sum of Twenty-Five Thou
sand Dollars (S2J,000.OO).
The presently authorized capital stock
of this corporation shall consist of one
| hundred 900 shares OF the par value
| of One Hundred Dollars (SlOO.OO) eaca /;
| it shall be represented by certificates
shall be full paid and non assessabie
| when issued, shall be issued only for
| labor done or for property actually re-
| ceived, or for cash to be paid at sucn
| times and in such amounts and after
| such notice as may be determined by the
| Board of Directors, and shall be per
N M frQn ST
capital stock shall be binding upon this
corporation unless made in accordance
| with its charter and bylaws, and re-
corded on the books thereof.
| ARTICLE V. No stakeholder may SELL
| assign or transfer his stock in this cor
| pOratiOn without giving TO the other
stockholders, through the Secretary
| Treasurer of this corporation, notice in
| writing OF such intention, and the other
| stockholders shall have the right for
| period of thirty days from the delivery
| of such notice to the Secretary Treasurer
to purchase all or any part of the stock
| of such stakeholder for cash at the book
value thereof, after which thirty days
the said stock may be sold without re-
J striction.
Whenever the employment of any
stakeholder by this corporation is ter
minated. either by death, resignation, dis
missal, lapse of time or otherwise, the
other stockholders shall have the right
| for thirty days from the date of such
i termination to purchase all or any part
| of the stock of such stakeholder for cash
| at the book value thereof, after which
/ thirty days the said stock may be sold
without restriction.
! Other stockholders desiring TO pur-
chase stock under this article must in
] due time give notice of such desire TO
| the Secretary Treasurer of this corpor-
alton. In the event that the other stock
| I,rx- .tn is
| offered for sale, stockholders Offering to
buy shall be entitled TO buy the offered
stock in the ratio of their then stock
holdings in this corporation. For the
purposes of this article, the book value
shall be determined by the figures as
shown on the last financial statement.
No sale or other transfer or assign
ment of stock in this corporation STALL
be valid until and unless opportunity
TO purchase such stock has first been
given in the manner hereinabOve provid-
ed to the other stockholders of this cor
poration; and this right so vested In the
other stockholders shall follow into any
hands into which II may pass any STOCK
Sold transferred or assigned without
such opportunity being given, and may
be exercised against the holder or holders
| thereof within ninety 900 days after such
stock is rendered for transfer on the
books of this corporation. and no trans
| fer of any such stock shall be made on
the books of this corporation during the
tendency of said ninety 900 day period.
ARTICLE VI-Ml the corporate powers
of this corporation shall be vested in and
exercised by a board of three (3) directors,
each of whom shall hold in his own name
| at least one share of the stock of this cor
poration. Said board of directors shall
be elected annually on the, first legal day
| in January of each year beginning with
] 1923. All such elections shall be by bal
| lott at the office of this corporation I'M
- . fGS al a r
to be appointed by the board Of directors,
and in the absence of any commissioner
| the president shall have the power to NIL
| the place by appointment. or all .such
elections as well as of all meetings OF
| stockholders. except for the purpose of
| liquidation or dissolution or as otherwise
required by law, fifteen days notice shall
| be given by mailing to each stockholder
| who appears as such on the books OF this
corporation at his last designated address.
or care of general delivery at Montgomery
| Alabama. If he has not designated an ad-
dress a notice stating the time and place
| of the meeting. Each shareholder shall
be entitled to one vote for each share OF
stock standing in his name on the DOCKS
of this corporation, to be case In person
or by proxy, and a majority of the votes
| cast shall elect. Failure to elect directors
on the day above specified shall not dis
| solve this corporation, but the directors
| then in office shall remain in office until
| their successors are elected and Qualified.
| Due notice tieCliOu
with be aiven as above provided for, and
such notices of election shall be continued
to be given until an election is had.
| ARTICLE What its first meeting
each board of directors shall elect from
| its membership a president. a vice-presi-
dent, and a secretary treasurer, and snail,
| from time to time as 1t sees mt, appoint
/ or employ such other employees as 1t shall
| deem necessary. The board of directors
shall have full power and authority to nix
the salaries of all officers and of all such
| other employees at Ii may deem neces-
| sary. and to make and establish. as well
| as to alter and amend all bylaws, rules
| and regulations necessary and proper TOT
| the conduct and management OF the busi-
ness and affairs Of this corporation not IN
| consistent with this charter; 1t shall also
| have full power and authority to do all
acts and things reasonably necessary for the
| proper carrying on of the business OF this
corporation, and to carry out the objects
and purposes for which this corporation Is
organized, including the borrowing OF money
necessary for the ordinary business opera
tons of this corporation, and through the
president or some other duly authorized
person or persons to execute and issue
therefor notes or other obligations Of this
| corporation on such terms as In ITS Judg-
ment may be advantageous; 1t shall also
have full power and authority to issue and
| deliver full paid shares of stock Of this
corporation for money. labor, services,
| property or rights actually received by
| this corporation, and to fill all vacancies
/ that may occur in its membership. A ma
| jOrity of the directors present either In
person. or by proxy shall constitute a
| quorum for the transaction of any busi-