The herald. [volume] (New Orleans, La.) 1905-1953, 1922-03-30
CHARTER.

port, manufacture and generally to deal.
operate and trade, either at wholesale
or retail, in all kinds of merchandise
without limitation, but especially In
shoes, slippers. boots and all kinds oil
footgear and hosiery, and articles gen
orally handled in connection Herewith !;
| and generally to carry on any other bus
mess which under the law 1t may be
entitled to carry on, which may seem
to the corporation to be calculated,
directly or Indirectly, to effect the afOre-
said objects and purposes, or either or
| them, or to facilitate the corporation in
| the transaction of its aforesaid business
or businesses or any part thereof, or in
| the transaction of any other lawful busl-
ness that may be calculated directly or
! indirectly to enhance the value of or to
render profitable any of the corporations
| property and rights, and generally to
| hold and exercise all such incidental
powers and privileges and to do and per
| form all things relate to the objects
| and purposes hereinabOve set forth, or
as may be needful, necessary, proper.
| useful or convenient for effecting said
| objects and purposes, or either of them.
| ARTICLE ". The authorized capital
of this corporation is hereby fixed at and
| declared to be the sum of Ten Thousand
! Dollars (Sl00OOO0), which capital stock
may be increased in the manner provided
| by law to the sum of Twenty-Five Thou
sand Dollars (S25,O0OO0l.
The presently authorized capital stock
of this corporation shall consist of one
| hundred ClOO) shares of the par value
of One Hundred Dollars (Sl00.O0) eacn (;
it shall be represented by certificates,
| shall be full paid and worcestershire
when issued, shall be issued only for
labor done or for property actually re-
| ceived, or for cash to be paid at sucn
times and in such amounts and after
| such notice as may be determined by the
| Board of Directors, and shall be per-
| Snnal No transfer said
| capital stock shall be binding upon this
| corporation unless made in accordance
with its charter and bylaws, and re-
| corded on the books thereof.
ARTICLE V. No stakeholder may SELL
! assign or transfer his stock in this cor
poration without giving to the other
| stockholders, through the Secretary
| Treasurer of this corporation, notice in
writing Of such intention, and the other
| stockholders shall have the right for a
period of thirty days from the delivery
of such notice to the Secretary Treasurer
to purchase all or any part of the stock
| of such stakeholder for cash at the book
value thereof, after which thirty days
the said stock may be sold without re-
! striction.
Whenever the employment of any
| stakeholder by this corporation is ter
minated, either by death, resignation, dis
misSal, lapse of time or otherwise, the
| other stockholders shall have the right
for thirty days from the date of such
| termination to purchase all or any part
of the stock of such stakeholder for cash
at the book value thereof, after which
| thirty days the said stock may be sold
without restriction.
Other stockholders desiring TO pur
chase stock under this article must in
| due time give notice of such desire to
| the Secretary Treasurer of this corpor-
alton. In the event that the other stock
| holders offer to buy more stock than is
| offered for SALE stockholders Offering to
| buy shall be entitled to buy the offered
stock in the ratio of their then stock
| holdings in this corporation. For the
| purposes of this article, the book value
| shall be determined by the figures as
shown on the last financial statement.
No sale or other transfer or assign
ment of stock in this corporation sail
| be valid until and unless opportunity
! to purchase such stock has first been
given in the manner hereinabove provid-
ed to the other stockholders of this cor
poration; and this right so vested In the
other stockholders shall follow into any
hands into which IL may pass any stock
| sold, transferred or assigned without
such opportunity being given, and may
| be exercised against the holder or holders
thereof within ninety 500 days after such
stock is rendered for transfer on the
books of this corporation, and no trans
| fer of any such stock shall be made on
| the books of this corporation during the
tendency of said ninety 900 day period.
| ARTICLE Wal the corporate powers
of this corporation shall be vested in and
exercised by board of three go directors,
each of whom shall hold in his own name
at least one share of the stock of this cor
| poration. Said board of directors shall
| be elected annually on the first legal day
in January of each year beginning with
| 1923. All such elections shall be by bal
| lott at the office of this corporation I'M
( der the supervision of three commissioners
to be appointed by the board of directors,
and in the absence of any commissioner
| the president shall have the power to fill
the place by appointment. OF all such
elections as well as of all meetings Of
| stockholders, except for the purpose OF
| liquidation or dissolution or as otherwise
required by law, fifteen days notice shall
| be given by mailing to each stakeholder
who appears as such on the books of this
| corporation at his last designated address,
or care of general delivery at Montgomery
| dress a notice stating the time and place
of the meeting. Each shareholder shall
| be entitled to one vote for each share OF
| stock standing in his name on the books
| or by proxy, and a majority of the votes
cast shall elect. Failure to elect directors
on the day above specified shall not dis
| solve this corporation. but the directors
then in office shall remain in office until
| their successors are elected and qualified.
Due notice of another election shall forth
] with be given as above provided Tor, ana
such notices of election shall be continued
to be given until an election is had.
| ARTICLE What its first meeting
| each board of directors shall elect from
its membership a president, a vice-presi-
! dent, and secretary treasurer, and SHALL
| from time to time as it sees fit, appoint
/ or employ such other employees as 1t shall
| deem necessary. The board Of directors
shall have full power and authority to fix
the salaries of all officers and of all such
| other employees at Ii may deem neces-
| sary. and to make and establish. as well
as to alter and amend all bylaws, rules
| and regulations necessary and proper for
| the conduct and management of the bust
| ness and affairs of this corporation not In
] consistent with this charter; 1t shall also
| have full power and authority to do all
acts and things reasonably necessary for the
proper carrying on of the business of this
and purposes for which this corporation Is
organized, including the borrowing Of money
necessary for the ordinary business opera
president or some other duly authorized
therefor notes or other obligations of this
corporation on such terms as in its judg-
ment may be advantageous; II shall also
have full power and authority to issue and
| deliver full paid shares of stock Of this
| corporation for money. labor, services,
| property or rights actually received by
| this corporation, and to fill all vacancies
1 that may occur in its membership. ma
| jority Of the directors present either In
person or by proxy shall constitute a
| OuOrum for the transaction of any busi-