The herald., 1922-04-06
CHARTER

whom take such stock suhiao. Al
visions hereof, and all nledas TIE
cations or other encumhrass hybss
stock, shall be subject hera,oS Of
ARTICLE V. Except a.
herein provided. all the nou Other
corporation shall be vested ;nS q
cised by Board Of not Iesn and ~
or more than seven diracto. 'hal ~ l.
whom shall own in his own eaa
one "a full-paid and unpledgssaat
the capital stock. The 6rs, shan,
Directors shall consist of thu Bo0t
and said Board shall have ibes difsze
the first year Of the corporate pOEe
py unanimous una vote TO increase HiSe,e
Der u directors 10 any punI u
exceeding seven and to fiji lumber
thus created. Thereafter tba tacans.
at the annual meeting each rSaOckA0as
election Of directors shall dsssll is p
number of directors for the a,shale
The said Board of Direc,nsulhg ID,
elected annually, by ballot ~ :, sAal
meeting of the corporation ia ke ana
the last Wedne sday in Janno.Se he'd
year. after notice given 10 -: N d
holder, by mail, addressed "a S Shn Get
last known postOftice address u"
ten (lO) days before the a.. ~
meeting. The Board Of Dirsc,.qa y
tHe4i niS' "'Ve'inS loIIOwlng each :.
election, shall elect from tha,.a anu
| a President, one or more yico n n1ns
and also (but not necessariIv tIscsl
number) a Secretary "Oa u
other officers as they NAV a.. u
/ sary. The Board shall have nse
| its discretion, to unite two PVH9
offices and TO confer the same y. VI ~
| person, or to dispense win upa
All officers and directors shan ny, On
until their successors are sia aa Va Z
| qualified, and failure to elect s,a y
! on the date specified herein shan uatses
| solve the corporation, nor dison.in%. 4
directors or Officers, but directa,.
oincers theh IN Office shall rem,,,
or qualified. Three directors sstas
stitute a quorum, unless the Ros.s y
| consist of three, in which sS.U W
| directors shall constitute a ono,nu
| any meeting of the Board ~ M
| any absent director may be ren,.1a
| by any other director. who NAV .es.4
vote of said absent director acco, ua
the written instructions, wheths,
or special, of said absent director -
meetings of the Board may be c., Ss9
the President, or upon demand 30
two directors must be so called. Ar ~
may be transacted. pO1A
The directors are authorized "a -.
and establish, as well as alter and 80.
all bylaws, rules and regulation, -.
sary and proper for the support ana ~
agement of the business and sss,.-
the corporation not inconsistent witt
charter; to direct and determine M.
and disposition of. any surplus 4,
profits over and above the capital -
paid in; to issue and deliver notsa 49,
or other obligations of the said eou0,r
in payment for money, labor or g.
or property or rights actually aeurls
and received by the corporation. on ~
terms as the directors may think p,,,.
and generally to do all such thins, II
may be necessary or convenient and n,~
er to carry out the purpose for w.
this corporation is organized, and IA n
ercise its corporate powers; proyas
the President shall have authority. ri
out referring, to the directors. IA n
lease, assign, transfer, convey, eneunAr
or otherwise dispose of and deliver m A
the property of the corporation, nal
such terms and conditions and FOR nal
considerations, whether in cash bon
notes, obligations, stock in other q,
panies, or other property, as in bis b
erection he may deem advisable; to Del
row money, to execute mortgages, w
notes, pledges, bonds or other obur
tions, in such amounts and on such TN
as in his judgment may be deemed 4
vantageous. Vacancies occurring IN b
Board of Directors may be filed ior b
remaining term of the Board by Ii, y
naming directors or director, wheihg |,
quorum remain or not. Special ns
ings of the stockholders may be clk
by the Board at any time, and shah h
called at the instance Of the shareholiy
holding twenty-five per cent rs per CT
of the stock of the corporation; and {
all such meetings notice shall be grs
in the manner provided as to ilnil
meeting; provided, that in all cases d
notices may be waived. quorum I
any meeting of the stockholders stil
consist of a majority Of the voting Fki
of the corporation, represented In psrsr
or by proxy. A majority Of such que'lI
shall decide any question that may 90
before the meeting. Until the next .
nual meeting of the stockholders for n
ton of directors, to be held under u
charter on the last Wednesday In Jan
airy, 1923, or until their duly quil1t
successors are elected and installed, .
Board of Directors shall be composet {
Leo Fellman, postoffice address sl5 =
rome street, New Orleans, La; Ca;
Fellman Elias, postoffiee address " =
street, New York, N. Y; Laurel N
man, postoffice address 3l5 Baron
street. New Orleans, La. and such o.
members as may be provided Tor y
elected by the aboard under the ~
authorization, with the said Leo FelnI
as President and said Laurel Fellnn
Vice. President.
ARTICLE vi. Whenever this eorpsa
ton is dissolved. either by limitaii'l
! time or by determination OF the 90
. holders, it's affairs shall be hquen
7, under the supervision Of three ~ "
dators to be appointed for that puilI
! at a general meeting Of the stockhoN
convened after at least fifteen uol "
: notice, which shall be sent BY man
all OF the stockholders, at then
G known postoffice address, or II No u
postoffice address is known, to me y y
= eral Delivery at New Orleans ana :.
likewise be published for ten conssaS
days in one daily newspaper pubHa'
!, in the city of New Orleans. in az
!, death, resignation or inability 70 ae5
: one of the liquidators, the vacancy =
be filled by the remaining liquldalon
: The said liquidators shall reman
office until the affairs OF the coIp0sss ~,
! shall have been fully settled ana y,
dated, and shall have full posg 7
? authority to transfer and give ur
!, all assets and property Of the eeis'
!, ton, by public or private saie' a''
Z distribute the proceeds. ,,r
! ARTICLE VII. This act OF ine" ~.
: tion may be modified, changed ~
: or amended, or said corporation VA X.
: dissolved with the assent OF w. -
I (2-3) of the entire outstanains 80 ~.
? stock, at a general meeting OF tne =. a
! holders convened for that purpoI
= previous notice shall have been ", "a,
: the same manner as provided !. a =
a VI for notices of meetings TOT !"
= ton of liquidators. Any increase -. =
a crease in the capital stock WHICH I,
a proposed or made shall be maos s,ss
= cordance with the laws OF tne a.
q Louisiana, on the subject OF aI1s ..s,s,
n amount OF capital stock o. eo lIs. n
: No stakeholder shah be held liap ss.it,
= sponsfble for the contracts OF ls,r f q
y said corporation in any further 80 49,
: the unpaid balance due on IN, 81 Z,
! stock owned by him, nor shaII a. 80 q
= informality in organization have ~ ~
. of rendering this charter nu,, s N
: ing any subscriber to any LIEUT. sE
vnnd tho amount dup on his tiv,- A