The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-27
CHARTER.

Dy law, but the preferred stock author
lzea 9y TINS charter shall not be in
been previously authorized by the con-
sent Of the holders OF at least two
thirds (2-3) in interest of each class
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
(e) Except as herein otherwise ex-
pressly provided or as may be required
by law, all voting power shall be vested
exclusively in the common stock and
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 (s2OO0.O O0), divided
sand (20.O0O shares of the par value of
one hundred dollars (S100 each.
Subject to the provisions contained in
Section Of this Article ", relative to
the rights and privileges of the pre-
dends at such rate as may be determined
from time to time by the Boasd of
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
thereof, may be issued and delivered
to any person. firm, association. part
the rights, privileges. properties and
assets owned and /or controlled by such
person. firm, association. partnership or
corporation. or for services actually rem
dered. or for cash. or for labor done
or property actually received.
All df the present authorized COM
mon stock is to be issued for and in
consideration of the transfer and deliv-
cry to this corporation of rights. priv
ileges, properties and assets (subject to
and with assumption of the debts, Obli-
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
Of June 3d. 1922; and for and in con
to this corporation of certain property
and assets owned and possessed bv
Messrs. Jacob X. Newman and Paul II.
saunders, respectively, detailed item;
hereto and made part Of this charter !:
together with a statement of the value
OF the aforesaid rights. privileges. prop
livered TO the corporation, as appraised
by the directors.
| All certificates of stock issued herein
shall be full paid and non assessable.
| Section 3 All shares of stock are
issued and held subject to the following
specific covenants. stipulations and
agreements, which are made part thereof.
and which shall bind the owner. holder,
assignee, Pledge. and all other PARTIES
into whose possession such certificates
Of stock, or any Of them. may come, or
| by whom said certificates OF stock. or
any Of them, may be held and or owned
| ta) No transfer. assignment. or other
disposition of said stock shall be bind
ing upon the corporation unless and until
the same shall be made and recorded
upon its books;
Oh The corporation Is hereby granted
and shall have lien upon and pledge
lAN Rh - aNn Nn q
Indebtedness or obligation due by the
shareholder to the corporation;
(c) No holder OF common stock shall
have the right to or shall transfer. con-
vey. assign, pledge. or otherwise dispose
and until said stakeholder shall have
first made an offer. in writing. to tn,
other then existing common. stockholders
the corporation itself, through tn,
Board of Directors Of the cor
stock at the appraised value thereof a.
the same shall have been fixed and de
termined in good faith by the Boar6
Of Directors las provided in Article VI
Of this Charterl last previous to m
date OF said offer. Such written affeI
TO sell shall be addressed generally tc
the other then existing common stock
holders and to the corporation. and shall
be delivered to the office Of the corpo
ration. The corporation shall. through
its Board Of Directors or executive Of
ficer or officers, transmit the offer q
the then existing common stockholders
and the stock shall be distributed, PR
rata among such stockholders as desir
to purchase. in the proportion to tn
holdings which such stockholders bea
to each other. Any stock not so &C
1uired NAV he purchased by the cor
poration itself. out Of its accumulated
surplus and profits. The common stock
holders and the corporation shall nav
thirty days from the date when sal
1 ehan raRaiVp6
corporation TO acquire the stock thu
offered for purchase. II at the eNpira
ton OF that time there should remai
any portion of the stock offered 10
stockholders aforesaid or by the cor
poration, or both. said stock may d
! disposed of by the stockholder; provid
ed. however. that II not disposed o
within six months from the date OF tn
expiration of the thirty days offer abov
. set forth, said stock must again
to the corporation. as hereinahove pro
. vided. before II can be sold or trans
ferred to any other parties. and INK
. limitation shall apply to any suhsequen
/, pransser of any of such stock; An
= stock Of this corporation which the col
= poration may itself acquire under thi
section. or otherwise. may be held Q
1, OF Directors. at such price and ut sue
time and in such manner as the Boar
Of Directors in its discretion may detel
mine. M,
The above provisions numbered "lal
c and "(b)" shall appear upon the FAC
of the certificates of preferred stock an
\ the above provisions numbered ta1,
= "(b)" and "(c)" shall appear upon On
: face of the certificates Of common stocl
} lint the Board of Directors, by unah
q NOUS vote and without amendment
= this charter, may dispense with the N
!. cessity of writing the aforesaid clause
: into the stock certificates, or the ce
tifcates containing such inscription ma
r he called in and cancelled and new ce
$ tfficates, without the inscription, ma
u he, issued in their stead. and simii;
change from one class Of certificate :,
q the other may from time to time !
d matte. in the manner above provide
8 hut only upon the unanimous vote
n the Board of Directors to that enect.
!, ARTICLE V. All the corporate pov
d ers of this corporation shall be Sesss'
e in and exercised by a Board or IL
directors, each Of whom shan hoia =,
d his own name at least one share OF I,
It stock of this corporation. SAID boa
= OF Directors shall be elected amman
x an the second Wednesday of Februar
e, In zach wear, unless such day shall IL
Is on legal holiday, and In that eve
n snch election shall be held on the ne
l. Exceeding business day which Is not
;: legal holiday; provided. however IN
d snch election NAV be postponed not e
-e ceeding three months from the ia
IT when tbe same should have been hel
l. nv a vote of two-thirds OF the theh
d istinp directors. at meeting helu
IL least fifteen days prior to the GATE "n
lie such election should have been heiu' s a.