The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-17
CHARTER.

office Of the corporation, under the sup
ervision of three commissioners, to be
appointed by the President, or, In his
absence or inability to act by a Vice
President, and in the absence Of any
commissioner, the President, or in the
event of his absence, a VicePresident
shall have the power to fill the place of
ment Notice of all such elections, as
well as notice Of all meetings of stock
holders, except as may be otherwise re-
quired by law, shall be given, either by
mailing such notices to each stock
holder entitled thereto, to his last
known address, or if no such address is
known, then to the General Delivery,
prior TO the date of such meeting Jun
less a shorter time is herein otherwise
provided. or unless the parties waive
such notice., or by publication at least
three times during the fifteen days next
preceding such meeting, in daily
newspaper published at the city of New
Orleans. At such meeting each holder
of common stock shall be entitled to one
standing in his name on the books of
the corporation, for the election of direc-
tors or other purposes. Said vote may
be cast in person or by written or tele-
graphic proxy, and the majority of the
votes cast shall elect. The Board of
Directors shall have power to fill all
vacancies that may occur in the Board;
providcg. however, that upon the re-
quest of the holders of ten per cent
Q0GC) of the outstanding common stock
special meeting may be called, and
twenty-five per cent esq of such
stock be called for the purpose of filling
the vacancy thus created. whether the
same has been temporarily filled by the
meeting such vacancy may he filed by
| the vote of holders of common stock.
| and the director elected by the board to
| fill such vacancy shall thereupon ipSo
Goo - hn a If ~
poration, and the director elected at such
special meeting shall fill the vacancy
1 thus created. Failure to elect the direc-
tors at the time and in the manner pro-
/ vided herein shall not dissolve this cor
| pOration. but the directors then in
office shall remain in office until their
successors are elected and qualified.
ARTICLE VI. The Board OF Direc-
| tors shall within thirty days following
an annual election elect from among
their number a President. one or more
| Vice Presidents (Civing the latter such
respective rank as they may determined ;
they shall also elect a Secretary and a
! Treasurer, who may or may not be n
stakeholder or director: they may also
| elect or appoint any other or additional
| officers that they may deem necessary,
and shall have the power. in their dis
| erection, to unite any two or more ofhces
In furtherance and not in limitation OF
the general powers granted by this
! charter and by the law to the Board OF
| Directors to administer ana cOnOuct the
| affairs of the corporation, the Board OF
| Directors shall have the power and au-
thority to make. alter and amend by
laws, rules and regulations that 1t may
this charter or with the law; to employ
and discharge all officers, agents and
| employees. and to fix their compensa'
ton; to execute bonds. MORTGAGES. notes
pledges and other forms Of obligations
herein provided. in such amounts and
on such terms and on such conditions
as they may determine: to borrow
money and to secure the same, as they
may deem necessary; to Issue and de
liver full paid shares of stock or bonds
of this corporation. for property, ser
vices or rights acquired. and generally Il
do any and all acts not prohibited b,
law or limited by this charter. which
in their discretion they may deem nee
essary or proper for the furthorance o.
and incident to the business carried OF
by the corporation.
The Board OF Directors shall have
power and authority at the conclusion
Of each fiscal year to divide among an'
to pay to such officers Of the corpor
alton and in such proportions as the!
discretion. a sum not exceeding a tota
OF thirty per cent (30cS) of the ne
profits OF the corporation for such yea
in excess Of five per cent l5To) on IN
outstanding common stock. plus six pc
cent (6ct) on the outstanding preferre'
stock, which sum so paid to such officer
shall he considered as additional com
pensation.
The Board Of Directors shall hav
power and authority. through its Presi
dent or other authorized agents or rep
resentatives, to do any and all thing
hereinabove provided, or necessary
; proper in the carrying on Of its business
. It shall be the duty Of the Board o
: Directors to fix and determine by an
praisal the value Of the shares of com
.. mon stock of the corporation semi
annually as Of the first days Of jar
? enter such appraised value. so fixed an
determined as of the dates aforesaid
> in the records of the corporation With
: ". The aforesaid appraised value sha
] he fixed and determined In conformit
r with any approved accounting practice
p such valuation shall be for the informa
e discretion of the Board Of Directors b
fixed on such basis as the Board' q
Z Directors may determine.
E The majority Of the directors. as the
: existing, shall constitute a quorum fo
, the transaction of business Mt any mee'
ing Of the Board Of Directors: Shout
any director he absent. such abser
= director may he represented by anotht
, director, who may cast the vote or sue
absent director in accordance with IN
! written or telegraphic instructions. gel
eral or special, given by the abser
4. director.
r The first Board Of Directors shall I
4 composed of the following: j. h. New
h man. p. Fl. Saunders. J.. Carroll Roo
Fl. T.. Falk, Harry Hardie. with Officer
: as follows: J. X. Newman. President
lP II. Saunders. Vice-President; L. Ca
,, roll Root, vice-President; Fl. Il. Fal
Secretary; Harry Hardie. Treasurer, an
g these directors and officers shall hol
:, their office until the next annual electic
to he held under this charter or unit
e their successors shall have been electt
: and qualified.
o ARTICLE VII. This act OF incorpo
: alton may be amended. modified or 2
3 tered, In material or immaterial respect
: and the corporation may be dissolve
v or liquidated and its stock decrease
: with the assent Of the holders of tw
v thirds OF the entire outstanding stock
II all classes represented Mt a general NEE
o ing Of the stockholders convened II
e such purpose. after giving notice In SUI
I. manner as herein provided for notice
" annual election. or as may be require
by law.
= ARTICLE VIII. Whenever this co
d poration shall be dissolved or liquidat'
'e for any cause, its affairs shall be liqu
n dated by three liquidators. to be a
lie pointed from among the stockholders
d general meeting. of the stoekho oil
y, convened for that purpose, at whi
v meeting each share of stock of whatev
II class shall be entitled to one vote, :,
1t person or by written or telegraph
It proxy. Such Iiquidators shall have. :
a authority which the stockholders eleC
1t ing them may confer upon them,
& which they may be given by law, al
te shall have full right, power and a
d, thority to sell, dispose of, and transf
g h n