The herald. [volume] (New Orleans, La.) 1905-1953, 1922-02-02
CHARTER.

states, Its territories and dependencies,
and in foreign countries.
/ To conduct and carry on all such other
businesses as may be needed or cOnvcn-
! lent for properly c1ectiug the aforesaid
/ purposes and enhancing the value OF the
property, rights and interests OF the cor
poratiOn.
ARTICLE Iy-The capital stock of this
corporation is hereby fNed at the sum
of Thirty Thousand Dollars (S3OOoOOO),
and shall De divided into and represented
by Three Hundred (3UOD shares Of one
Hundred Dollars GlvOOO) each.
Said stock shall Ice paid for in cash
or its equivalent. as provided by law. and
in such manner and at such times and an
such installment> as may be prescribed
by the Board OF directors.
This corporation shall become a going
concern and shall Ice authorized 10 com
mence business when Fifteen Thousand
Dollars tSljoVOOOl of its capital stock
shall have been subscribed for as pro-
vidcd by law, and when Seycnty-fiye Hun
dred Dollars lSI.jOOoUb Of the capital
stock shall in fact have been paid for,
either in cash or its equivalent
ARTICLE N-Thc capital stock of the
corporation may Dee increased To the sum
of Fifty Thousand Dollars CsjO.OO0 co..
by a two-thirds vote of al the stock
present or represented at a special meet
ing called for that purpose. or at reg
ular annual meeting of the corporation
ARTICLE Nl-AH certificates OF stock
issued by the company shall be- signed
/ by the President or Vice President and
cOunterSigned by the Secretary.
The stock Of this corporation can be
/ transferred only ON the books of the cor
pOratiOn and subject to such regulations
aud formalities as may b" by the Board
I OF Directors from time To- time prescribed.
( No stakeholder shall be- permitted To- sell
/ or otherwise dispose of his Stocs without
/ FIRST Offering the same in writing 20 the
other stockholders. through the Board of
/ directors at price not exceeding the
! book value thereof. and the stockholders
] shall have an option ami first right TO pur-
. chase all the shares of stock to be- thus
I disposed Of and shall have period of
ten days in which to accept or decline
such offer of stock. Should the Board uf
/ Directors or the stockholders decline To
purchase said stock then the stakeholder
or stockholders who made the offer to
sell or otherwise dispose of the stock,
may sell or otherwise dispose of it in any
manner and 1T any price that he or they
may see fit. But each share of stock is
issued under the condition and under
standing that no stakeholder shall make
a sale or transfer OF his stock in viola
ton Of this provision; and such sale or
transfer if made, shall be void, and this
company shall be under no obligation
to list said stock on its books or to re-
gard the holder of the certificate thereof
ARTICLE NII-The corporate powers
of this corporation shall be vested in and
exercised by Board of Directors com
posed of four stockholders, three Of
whom shall constitute a quorum for the
transaction of business.
The Directors of this corporation may
vote in person or by written proxy at
any of the meetings of the Board of hi.
rectOTs. and the Board of Directors may
delegate any of its powers to any officer
or officers or any other representative of
the company by Appropriate resolution to
that effect.
The first Board of Directors of this
company shall be composed of the fol-
lowing:
victor Loisel. NJ. NJ. Levy. ]. u. Di-
carlo, c. W. Weinberger. with Victor Loi-
sci. President; NJ NJ. Levy, Vice Presi-
dent; j. u. Dicarlo, Secretary; c. W.
/; Weinberger, Treasurer
And they shall serve until the second
Wednesday in January, 1923, or until
their successors are elected and qualified
The Directors shall be elected annually
1 by the stockholders. at a meeting held
on the second Wednesday of January in
? each year thereafter.
Notice of such meetings shall be given
; fifteen days prior TO the date of the meet
c ing. in writing. and sent to each stock
holder at his last known address
Each stakeholder shall at such annual
meeting or other meeting, general oil
special, be entitled, in person or proxy
TO one vote for each share of stock owned
. by him.
{ Elections shall be held under such rules
= and regulations as may from time e
= time be determined by the Board OF
n Directors.
Y The Directors when elected shall hold
office for one year until their success
sOrs shall have been elected and qualified
and failure to hold the annual meeting
of stockholders, or to elect annually tho
Directors, shall not operate the forfeiture
of this charter or any rights Hereunder
Any vacancy occurring in the Board OF
Directors may be filled by the Directors
for the unexpired term.
The Board of Directors at their discre-
ton may combine the Offices of SecretarS
! and Treasurer in one person.
2 ARTICLE VIII-This charter or act OF
incorporation may be changed. modified
altered or amended by and with the con.
e sent Of two-thirds of all the stock pres
, ent at any meeting, general or special
held for that purpose, and such amend
r ment may be material or immaterial, sub.
ject only to limitations as may be by law
I provided; and this corporation shall have
the power to increase or decrease it's cap
ital stock as hereinbefOre set out, and any
p increase in the capital stock in excess OF
the amount named herein as the amount
D to which il may be increased may be
{ made by three fourths vote of all out
standing stock.
! ARTICLE IX-Notice of any and all
e meetings referred TO i'm this charter OF
required by law shall be given in the
: manner provided in giving notices in case
. of elections, unless the same shall have
been waived.
II In case OF the dissolution. liquidation
r or termination of this charter. by limi
: tation or otherwise, the affairs OF thi.
n corporation shall be hquidated' by on,
T or more liquidators elected by the stock
, holders, who may provide the number
of said liquidators and vest them Will
( such power and authority as may by
2 law be permitted, and fix the terms ant
@ conditions upon which they shall serv,
Y and their compensation, and provide tina
r in case of disability of any one of sait
e liquidators, the remaining liquidatOr
i may fill the vacancy or continue to act OF
r behalf of the corporation.
o ARTICLE X-NO stakeholder of thi,
o corporation shall be held liable or re
o spOnsible for any costs. contracts, debt
:, or faults of this company. or any Of it,
>. officers, nor shall any mere informally
e i'm organization have the effect of rem
|. dering this charter null and void. or o
S exposing a stakeholder to any liabilit!
y beyond the unpaid balance due on tn
r stock held by him.
d ARTICLE XI-The subscribers heret,
l. have written opposite their names tn
:, number Of shares subscribed TO by eacl
:. Of them and their postoffice addresses
i so that this charter may serve as tn
d subscription list of the corporation: nj
:. of which subscriptions are payable il
= the manner and form set out herein.
Y Thus done and passed at my sffice II
d the City Of New Orleans, Louisiana, OF
d the day, month and year herein frs
( | ahava VI In ha ~ Poi