The herald. [volume] (New Orleans, La.) 1905-1953, 1922-02-23
CHARTER.

| 80 - - preceding ~ U =
and established shall constifn,n. nus for,
and price of said stock The M
If within twcnty-four bop,.
notice to the owner. his agsn, alter IA
sentative. does not join with tba rs,e
establishing the prize. or voi1e OOard
STOCK. The board may proraed OF b
further delay 10 fix the said yat WhsC
me report and trial balance afonie w.
mat purpose. which writing .eSaid q
to be conclusive evidence e. are deea,s
all parties in interest IN ~ anu sglis
whether the value i eStablisL PreniS
JOINT act OF the owner his aca.l by d.
heirs or representative or nv fbt Rid0V
directors of said corporation ac,,.o Oafd
fault OF the cooperation of said d
persons. 1'u Person /
Upon the receipt Of the off,.
ance OF any share holder 70 ~. Vt acce,s
stock. and upon obtaining gusraeaase III
factory to said board for tbs n.lee san
the board of directors shall thee theres
notice TO the owner of the stool ron ~
or representative. and before ~ us aga,
tloh OF the perloi of eighty davs aaa
said, shall call in the certifca,a atot.
Gates representing such sfocL ", VI eertk
price or value thereof and cans pay d.
To be transferred on the books ~ ,s ~,
pOratiOn. VI Tie Co.
t2D The preference. option and
| purchase. heretofore vested by Pa,pN
n) in the other shareholders. sbaTSsfaA
III IuII Iorce ana effect in their fsv'ssls
acquire the shares Of stock NJ iaVG
stakeholder, and the formalities nSSecease
OF procedure, the terms. conditionS tons !
| latiOns and delays herpinaboye Us, SUP
IN said paragraph shall appIv IN Oas
! Spects to the procedure to be foii.au
case OF death. Immediately unon NN
or information of he death Of anv ieSeN !
noIuer, II shaIl DE the duty Of the bos,se
| directors 10 cause the necpSSarv ss'u
| be taken to carry out and sseH
| provisions. i'e Tie
t5l The preference. option and ,i.,.
| purchase. hereinabOve established ~,
run in favor of each shareholder a. va
for his virile share in proportion t,sM
| eAlstlng holdings in the stock. but sS,I5a
| any shareholder fail to exercise RI SnSat
In this regard, his rights shall NM. nsa
and be absorbed by the Other pass 3
holders, provided that the owna, 'uaie
widow, heirs or legal representatir..
| the case may be. shall not be ohHn't
deliver said stock unless the o. .
purchase the same shall include and a..
the entirety of the Offering undas we
graph D, or all of the holdings I pss
paragraph (2). un0s
(D All certificates of stock shah
brief reference to the rights her., va
tablished in the favor of the stoa
holders. ''"k
ARTICLE v-AIl the corporate NAM.
OF thls corporation and the managems,,
and control of its affairs shall ha -
in, and exercised by a board OF S,, se..a
composed of three stockholders. a W.
JOrity of which shall constitute n on..-
for the transaction of all business w
directors shall be elected annually nv ~
stockholders, at a meeting to be hsia -
the first Monday after the first SunSsv y
hn mn -
meeting to be preceded by three A.
written notice to the stockholders ~.
stakeholder shall be entitled. in pe,san !.
by proxy, to vote for every share nw,si
by him, and all elections shall IA ~
under such rules and regulations as m.s
be determined by the board Of director
The directors, when elected. shall ~.
time in office for one year. and rs.s
their successors have been duly elstS
and have qualified. No failure 10 els-
shall operate the forfeiture of this Chs,
Ter. Any vacancy occurring on this hoa,l
shall be filed by the remaining directon
for the unexpired terms. The board a
directors snail, at its first meeting afs
Its election, select out of its number
president. and one or more vice. president,
and shall also elect a secretary treasurp,
who need not, however. be a membe, A
the board. The president shall have a.
right to appoint and dismiss the clerk,
and other employees of said corporatIu
at pleasure, and as the interest and buy
ness OF the same may demand He NAV
exercise this authority by proxy Lpy
director being sick or absent or about /,
absent himself shall have the right 10 an
point by written instrument, another d.
rector or stakeholder to act as his prOry
In is stead at any and all meeting Of Il,
said board of directors during his sh
sence. The first board of directors and
officers shall be composed of the following
named persons, who shall serve until The
election to be held in 1923, namely: Fair
+. Gunter, president, New Orleans Ia
AS shares; William j. Mitchell, vice-pres.
dent, New Orleans, La, l share; Louis B
Glraud, y-treasurer. New 0rlesn
La. 1 share.
ARTICLE yI-The funds of this cor.
poration shall be deposited from time 10
time in bank or banks to be selected BIZ
the board of directors. All checks, nOis
or other instruments drawn, executed o.
issued, in the corporations name and BE-
half, shall be signed by the president and
the vfce-president, or the secretary-treat
urer. No officer shall thus sign or IN
dorse the name of the corporation saw
strictly in its concern.
ARTICLE Vino stakeholder shall
held liable or responsible for contract
faults or debts of the corporation nor
shall any mere informally in its organifi
ton have the effect of rendering this Gar
ter null, or of exposing any stockhold6
to liability beyond the unpaid balance Due
on the shares owned by him.
ARTICLE vIII-This &C, of incorport
ton may be changed, modified, or ALTERED
or this corporation may be dissolved win
the consent of the stockholders own1s
three-f0urths of all the stock Of this COT.
poration, at. a general meeting convend
for that purpose. and after at least tire
days written notice OF this meeting shall
have been given through mail addresses
to each stakeholder at bis last KNOW
place of residence. In case Of dissolunoi
by the expiration of this charter, or Other
wise, the stockholders shall elect lqnr
dator from among their own number, we
shall have full authority to settle sna
wind up the business and affairs OF us
company. The terms and conditions o.
and the compensation for such service
shall be fixed at the time Of election. ~
case of the death or disability Of said con-
ton OF the affairs of the corpQration YAK
successor to fill the vacancy may De "
pointed by the stockholders.
ARTICLE IX-Any and all notices ase
delays provided for by this charter ma
be waived by the unanimous consen,
the stockholders unless prohibited py ~
ARTICLE X-The names and postonI
addresses Of the subscribers to the cav
tai stock of this corporation, and the nnn'
Der of shares subscribed by each OF ',ss
are as follows: Felix +. Gunter, ~
Orleans, Louisiana, AS shares; WHINE
J. Mitchell, New Orleans, Louisiana
share; Louis b. Giraud, New ofie''>
/ share. =,
Thus done and passed, in my notas
office. at the City of New Orleans, ais os
said, in the presence of W. W. Sucnsss .
Jr., and Jno. NJ. Klopf, competent -
nesses of lawful age. and residing IN ~
city, who hereunto subscribe their na
together with said parties and me, no' 80
ton hereof. r.,
Witnesses: W. W. Sutcliffe, Jrs q"
NJ. KlOpf.