The herald., 1922-08-03
CHARTER.

quired by law, shall be given, either by
mailing such notices to each stock
holder entitled thereto, to his last
known, then to the General Delivery.
New Orleans, La, at least fifteen days
prior to the date of such meeting (un-
hG OF une ms the Is heT BATTLES wsss
such notice., or by publication at least
three times during the fifteen days next
preceding such meeting, in daily
Newspaper published at the city of New
Orleans. At such meeting each holder
OF common stock shall be entitled to one
vote Tor each share of common stock
the corporation, for the election of direc-
tors or other purposes. Said vote may
De east In person or by written or tele-
votes cast shall elect. The Board of
directors shall have power to fill all
vacancies that may occur in the Board;
guest OF the holders of ten per cent
QO%o) of the outstanding common stock
special meeting may be called, and
shall shall upon request of the holders of
stock be called for the purpose of filling
the vacancy thus created, whether the
same has been temporarily filled by the
Board Of Directors or not, and at such
meeting such vacancy may be filed by
the vote of holders of common stock.
and the director elected by the board to
facto cease to be a director of the cor
poration, and the director elected at such
special meeting shall fill the vacancy
thus created. Failure to elect the direc
tors at the time and in the manner pro-
vided herein shall not dissolve this cor
poration, but the directors then in
office shall remain in office until their
successors are elected and qualified.
ARTICLE vi. The Board Of Direc-
tors shall within thirty Gays following
an annual election elect from among
their number a President, one or more
| Vice Presidents (giving the latter such
they shall also elect a Secretary and a
Treasurer, who may or may not be a
stakeholder or director: they may also
elect or appoint any other or additional
and shall have the power, in their dis
erection, to unite any two more Offices
In furtherance and not in Limitation of
the general powers granted by this
charter and by the law to the Board of
Directors to administer and conduct the
affairs Of the corporation, the Board Of
thority to make, alter and amend by
laws, rules and regulations that II may
deem necessary, not inconsistent with
this charter or with the law; to employ
and discharge all officers, agents and
employees, and TO fix their compensa-
ton; to execute bonds. mortgages. notes.
pledges and other forms Of obligations
herein provided. in such amounts and
on such terms and on such conditions
as they may determine: to borrow
money and to secure the same, as they
liver full paid shares of stock or bonds
Of this corporation. for property. ser
vices or rights acquired. and generally to
do any and all acts not prohibited by
law or limited by this charter. which
in their discretion they may deem nee
essary or proper for the furtherance Of
and incident to the business carried on
by the corporation.
The Board of Directors shall have
power and authority at the conclusion
Of each fiscal year to divide among and
to pay to such officers Of the cOrpor-
alton snd In such proportions as they
discretion, a sum not exceeding a total
profits Of the corporation for such year
outstanding common stock. plus six per
cent (6oS) on the outstanding preferred
stock, which sum so paid to such officers
shall he considered as additional COM
pensatiOn.
The Board Of Directors shall have
power and authority. through its Presi-
dent or other authorized agents or rep
resentatives. to do any and all things
hereinabove provf ded, or necessary or
proper in the CARRYING on Of its business.
1t shall be the duty of the Board Of
Directors to fix and determine by APP
praisal the value of the shares of com
mon stock Of the corporation semi nI
uary and July in each year. and to
enter such appraised value. so fixed and
determined as of the dates aforesaid.
in the records of the corporation within
thirty days after such dates respective
". The aforesaid appraised value shall
be fixed and determined In conformity
such valuation shall be for the informa-
ton Of stockholders, and may in the
discretion of the Board Of Directors be
fixed on such basis as the Board of
Directors may determine.
The majority Of the directors. as then
existing. shall constitute a quorum for
the transaction of business at any meet
ing of the Board Of Directors. Should
director may be represented nv another
director, who may cast the vote of such
absent director In accordance with the
written or telegraphic instructions gen.
sral or special given by the absent
The first Board NJ Directors shall he
composed Of the following: !. X. New
man. P. III. Saunders. I. Carroll Root.
as follows: ]. K. Newman. President
P. Fl. Saunders ice-President; L. Car
roll Root vice-President; II. L. Falk.
Secretary Harry Hardie e. Treasure srd an, and
their office until the next annual election
. to he held under this charter or until
their successors shall have been elected
and qualified.
| VII HlS att VI IhNOi
ation may be amended, modified or al
tered, in material or immaterial respects
, and the corporation may be dissolved
or li1uidated and its stock decreased
with the assent OF the holders Of two
, thirds of the entire outstanding stock OF
, all classes represented at a general meet
ing of the stockholders convened for
; such purpose, after giving notice In such
, manner as herein provided for notice OF
annual election. or as may be required
by law.
ARTICLE VIII. Whenever this cor.
, poration shall be dissolved or liquidated
; for any cause, its affairs shall be liqui-
, dated by three liquidators, to be ap.
pointed from among the stockholders al
, a general meeting of the stockholders
, convened for that purpose, at which
, meeting each share Of stock OF whatever
class shall be entitled to one vote, u
: proxy. Such liquidators shall have al
authority which the stockholders elect
) ing them may confer upon them, OF
, which they may be given by law. and
shall have full right, power and au
/ thority to sell, dispose of. and transfer
ali the assets of the corporation, and
: TO distribute the proceeds thereof; pro
i yided, however, that unless otherwise
! agreed by the stockholders, the prop
I erty and assets of the corporation shall
, SO far as practicable. in the event o.
I dissolution or liquidation. be distributed
: among the common stockholders In Kind
q In the event Of the death, disability o.
| resignation Of any one or more or th'
: ligufdators, the surviving hquidatori
{ may fill the vacancy or vacancies; pro