The herald., 1922-06-01
CHARTER.
hypOthecate


to have and employ such managers, di-
rectOrS. officers, agents and other en-
ployeS as the interest and convenience
of said corporation may require or de-
mand: to make and establish such by
| laws, rules and regulations for the cor
pOrate management and control of the
affairs of the corporation as may be
deemed necessary and expedient.
ARTICLE 1.-THE domicle of said
corporation shall be established in the
| City of New Orleans. State of Louis
lana. and all citations and other legal
process shall be served on the presi-
dent: in his absence. on the vice-preSi-
! dent: and in the absence of both, on
! the secretary-treasurer.
ARTICLE III-The objects and pur-
poses for which this corporation is or
ganiZed and the nature of the business
I to he carried on by IL are hereby de-
! clared to be: to buy, sell and deal in.
| for its own account, and for the ac-
| count of any individual firm or cor
| pOration, real estate, tenementS, mort
| cages, mortgage notes, bonds, shares
/ of stock and other securities: to lend
money on property, real, personal or
| mixed: to make leases as lessor or les
see: to act as broker, agent or trustee
/ Tor individuals, firms or corporations,
| to construct and erect or to contract
| for the construction and erection of
buildings, and generally To do and en-
gage in any other business. undertaking
4 or enterprise connected with, growing
/ out of, germane or incidental To any of
| the objects and purposes hereinabove
| set forth or contemplated by this char
| ter.
ARTICLE IV-The capital stock OF
| this corporation is fixed at the sum of
sixty thousand $500, 100000 dollars, di-
Vided into six hundred shares of the
/ par value of one hundred dollars each
| All shares of stock shall he full-Dald
| and worcestershire. No transfer of
/ stock shall be binding upon the cOrpo-
ration unless made upon its books, and
all certificates of stock shall be signed
/ by such. officers as may be designated
| by the board of directors.
This corporation shall have the right to
increase its capital stock to the further
sum OF two hundred and fifty thousand
| ($250.O00.0O) dollars, to be divided into
shares of one hundred dollars each,
, provided said increase in the capital
stock shall have been authorized by the
stockholders at a meeting TO be held
pursuant to the provisions of Article
VIII. of this charter.
ARTICLE V-All the corporate
powers of the company shall be vested
in. and the management and control of
its affairs shall be exercised by board
Of directors composed of three stock
holders, the membership or which may
be increased to a number not exceeding
six by the board of directors at any
of its regular meetings. \ majority Of
the directors shall constitute a quorum
for the transaction of all business. The
directors shall be elected annually by
/ ballot on the second Monday in May in
each year. Each stakeholder shall be
entitled, in person or by proxy. to a
vote for every share owned by him and
all elections shall be held under such
rules ana regulations as may be de-
/ termined by the Board of Directors,
after fifteen days notice by mail of
/ such election shall have been sent to
each stakeholder at his last known ad-
dress. The directors thus elected shall
| continue in office for one year, or un-
II 4,
/ elected and qualified. No failure to
elect shall be regarded as forfeiture
| of this charter. Any vacancy occur
/ ring on said board shall be filled by
/ the remaining directors for the uneN-
pired term; the said board shall like
/ wise elect the additional members in
! case they should determine to increase
| the number of said board. Said board
/ shall have the right to appoint and
! dismiss such clerks, managers and
| other employees of the corporation as
/ conditions may justify or the bust
ness of the corporation may require
/ The tenure of office of all the employees
| of the corporation shall be during the
! pleasure of the Board of Directors
Any OF the directors or officers shall
have the right to appoint, by written
| instrument, another director or stock
holder to act as his proxy and in his
stead at any and all meetings of the
| Board of Directors. Said board shall
/ also have the right to segregate the
| elect a secretary who need not be a
. director or stakeholder.
! ARTICLE VINO sale or other trans
fer of shares of stock in this corpora
ton shall be valid until and unless the
opportunity has been first afforded the
! shareholders of record at the date of
| such transfer, sale or other alienation.
| to purchase such stock at true value
plus ten per cent the value to be ascer-
tanned in the manner herein prescribed.
| The right to acquire said stock hereby
! first vested in the other stockholders
| of record shall follow the stock into
any hands to which ii may pass and
may be exercised against the holders
| thereof within fifteen days from the
time any sale or transfer has been Of
fered to be entered on the books of the
| association.
1t shall be the duty of any holder of
! stock in this corporation who intends
| or desires to sell, transfer, ALLEVIATE or
| otherwise dispose of the same, to give
fifteen days notice OF such intention
or desire to the board of directors OF
| the corporation, who are hereby con-
stituted agents of the other stockhold-
ers for the purpose of such notice. and
said board of directors shall give i'm
mediate information thereof. in writ
ing, to all the other stockholders OF
record. Before the expiration of the
fifteen days from the receipt of SAID
notice by the board of directors, any
shareholder of record may offer to pur'
chase, and may acquire the right Il
purchase said stock by notifying tn,
board OF directors in writing and there
after shall deposit the price of sale
stock in cash with the corporation or
or before fifteen days from the dat'
last mentioned.
Upon the receipt of the first men
toned notice, the board of directors
shall advise the person owning sai'
stock. his agent or representative. L
join said board in fixing the value o
said stock, which value shall be eStab
lished on the basis of the market valu
of the assets of the company. taking
also into account the last annual o
semi-annual statement or report of tn
corporation and the last monthly tria
balance preceding the date of such no
tice, and to the value thus found an
established there shall be added te
per cent, and the sum thus found an
established shall constitute the valu
and price of said stock.
If within twenty-four hours afte
such notice, the owner, his agent o
representative. does not join with tn
= board in establishing the price or valu
= of the stock. the board may procee
= without further delay to fix the sal
, value. using the report and trial bal
p. ance aforesaid for that purpose. whic
. writings are declared to be conclusw
{ evidence for and against all parties /
interest in the premises, whether tn
value is established by the joint act o
the owner. his agent. widow, heirs o
representatives or by the board of d
4 rectors acting in default of the &C
= operation of said person or persons.
D Upon receipt of the offer or acceI
= lance of any shareholders to purchaS