The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-20
CHARTER.

by law, but the preferred stock author
lzed by this 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
Of the then issued and outstand ding
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
stock Is hereby fixed at the sum of
two million dollars (S2.OO0.0O0), divided
into and represented by twenty thou
one hundred dollars (slOOD each
Subject to the provisions contained in
Section of this Article ". relative to
the rights and privileges of the pre-
Tered stock and not otherwise, divi-
dends at such rate as may he determined
from time TO time by the UOaSl 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 ana common. or any part
thereuT. may be issued and delivered
to any. person. firm. association. part
the rights. privileges. properties and
assets owned and f0r controlled by such
person. firm. association. partnership o.
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 "a
consideration of the transfer and deliv-
cry to this corporation Of rights. priv
| ileges. properties and assets (suhject to
and with assumption of the debts. Obli-
cations. duties and liabilities of the
firm known as lSidOre Newman Son
| Of New Orleans. Louisiana, appearing on
| n detailed itemized statement attached
| hereto and made part of this charter as
| of June 30, 1922: and for and in con
! Sideration Of the transfer and delivery
| to this corporation of certain property
| and assets owned and possessed hy
Messrs. Jacob X. Newman aud Paul II.
Saunders, respectively, detailed item
| lied statement whereof is attached
hereto and made part of this charter
together with statement of tn" value
Of the aforesaid rights. privileges. prop
critics and assets so transferred and de
livered 10 the corporation. a. appraised
by the directors.
| All certificates of stock issued herein
shall he full paid and worcestershire.
Section :. All shares of stock are
issued and held subject to the following
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
lby whom said certificates Of stock. or
any of them. may he held and or owned
(a) 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;
(h) The corporation is hereby granted
and shall have lien upon and pledge
of each share of stock. to secure any
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
of such stock, or any part thereof. unless
and until said stakeholder shall have
first made an offer, in writing. to tn,
other then existing common stockhoider'
of record Of the corporation. and Z
the corporation itself. through thu
Board Of Directors OF the cor
poration. to sell such shares o
stock at the appraised value thereof, a.
the same shall have been fixed and de
termined in good faith by the BoarC
Of Directors (as provided in Article v
of this Charterl last previous to IN
date of said offer Such written ore
to sell shall be addressed generally e
the other then existing common stock
holders and to the corporation. and Shal
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 u
, 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 ac
quired may be purchased by the cor
poration itself. out Of its accumulate
surplus and profits. The common stock
holders and the corporation shall hay
thirty days from the date when SAT-
: offer shall have been received by tn
, corporation TO acquire the stock thu
offered for purchase. If AT the eXplra
ton of that time there should renal
any portion of the stock offered 70
purchase Impoverished. either by IN
stockholders aforesaid or by the cor
, poration, or both. said stock may h
.. disposed of by the stakeholder; provid
ed. however. that If nor diSpos of 20 q
, expiration Of the thirty days offer abov
I. set forth. said stock must again b
offered to the common stockholders an
to the corporation. as hereinabove pro
. vidcd, before II can he sold or trans
ferred to any other parties and hk
. limitation shall apply to any Subsequen
sale and transfer or attempted SAFE an
stock of this corporation which the COZ
: poration may itself acquire under thi
section. or otherwise. may he held Q
= of Directors. at such price and ut sue
|. time and in such manner as the soar
J OF Directors in its discretion may dete1
mine.
The above provisions numbered "Cal
and "(b)" shall appear upon the Fac
: of the certificates of preferred stock an
y the above provisions numbered (al,
l"(b)" and "(c)" shall appear upon On
face of the certificates of common stocl
/, hut the Board OF Directors, by unan
u nous vote and without amendment
this charter. may dispense with the NJ
. cessity of writing the aforesaid clause
! into the stock certificates, or the Gel
, tificates containing such inscription ma
: be called in and cancelled and new cei
, tificates. without the inscription, ma
u be, issued in their stead: ana slnllI.
4, change from one class of certificate !
y the other may from time to time !
u matie in the manner above provlde'
; but only upon the unanimous vote
u the Board of Directors to that erect.
J, ARTICLE V. All the corporate pow
d ers Of this corporation shall be yeste
e in and exercised by Board OF n,
directors. each Of whom shall hold
q his own name at least one share OF u
u stock of this corporation. Said Boar
: of Directors shall be elected annual
on the second Wednesday of Februar
:, in each year. unless such day shall Ia
5 on a legal holiday, and In that eve
u such election shall be held on tine ne
!. succeeding business day which Is NOT
!; legal holiday; provided, however I'M
d sncb election NAV be postponed not e.
e ceeding three months from the ga
Z when the same should have been hel
|, nv a vote Of two-thirds of the then q
q istinp directors. at meeting held
II least fifteen DAYS prior to the date VINE
le sucb election should have been held, M