The herald. [volume] (New Orleans, La.) 1905-1953, 1922-11-16
CHARTER

Hundred Dollars each, and shall be paid
for in cash or may be issued at NOT
less than par in payment for property
actually purchased by or services rem
dered to this corporation ut such times
and in such installments as the Board
of Directors may direct.
The amount to which the capital stock
of this corporation may be Increased is
hereby fixed at the sum of One Hun
cred Thousand Dollars, divided into and
represented by One Thousand shares of
the par value of One Hundred Dollars
each, and said stock or any part thereof
may be issued on complying with the
81 issued may DE paid for in cash or
may be issued at not less than par in
payment for property actually purchased
by or for services rendered to this cor
poratiOn at such times and in such in
stallments as the Board of Directors may
direct.
No stakeholder shah sell his shares
in this company without having first
offered same to the Board of Directors
and said Board shall have the right to
purchase the same for the benefit of the
other stockholders within ten days there
after at the book value as shown by the
last annual statement.
There shall be written or printed
across each certificate of stock: These
shares shall not be transferred. except
in the manner required by the charter
and bylaws of this company"
ARTICLE v. All the powers Of this
corporation shall be vested in and ex-
ercised by a Board of Directors to be
composed OF not more than five and not
determined by the Board Of Directors. to
be elected annually on the second Mon
day of January of each year. and
majority Of whom shall constitute a
quorum for the transaction of all bust
ness, and majority of votes cast shall
decide all questions; all such elections
shall be conducted at the office of this
corporation under the supervision of two
90 nrfatS St fn hA inf h.
president. Notice Of such election and
Whatsoever, unless Waived in Writing
shall be given personally or by deposit
New Orleans, at least fifteen days be-
fore such meeting, notice Of the hold
ing thereof, Enclosed In postpaid wrap
last address furnished TO this corno sae
ton by said stockholders, at the last ad-
dress furnished to this corporation by said
stockholders, and in the event that no
General Delivery" New Orleans. At
least TWO days before said meeting a
complete list Of the stockholders entitled
to vote shall be open to inspection by
meeting. At said election and at all other
meetings of stockholders the voting shall
be by ballot. and each stakeholder shall
be entitled to one vote for each share
books Of the company, to be cast in
person or by proxy.
Fifty per centum of the outstanding
capital stock of this corporation shall
constitute quorum at any. and all meet
business. except as otherwise provided
by law. The majority Of stock voted
at any said meeting shall decide all
by law or by this charter. p'''''e"
Vacancies occurring in the Board Of
Directors because Of death, resignation
or otherwise shall be filled by the re-
naming members of the board by selec-
ton from the other stockholders.
The failure to hold an annual election
or to elect directors as above provided
shall not dissolve the corporation, but
the directors and officers then in office
shall cause an election to be held as
which shall be given as above provided
for the holding of the annual meeting
of stockholders. pending which election
the then directors and officers shall re-
main as such until their successors have
been duly elected and shall have qualified.
The Board of Directors shall within
thirty days of each annual election elect
from their own number a president and
4 vice-president, and shall also elect
power to combine the offices of secre-
tary and treasurer in one person.
The Board Of Directors shall have the
power of delegating all or any of its
power In the transaction of the business
II this corporation to a committee or
of its own body. or to Off
,ers and agents Of this corporation, and
The Board of Directors may appoint
ayers. clerks. agents or employees as
hey may deem necessary or proper for |
he conduct of the business of this cor
poration. and such officers, managers, |
'ffice only at the pleasure Of the board. |
Any and all directors shall hold office |
It the pleasure Of the stockholders. who |
nay at any general meeting for that |
purpose. on notice as above provided for |
declare such directorship |
'acant and elect their successors, and 1t |
hall be the duty of the president or
secretary to call meeting for that pur-
bose at the request in writing Of ten per |
entum Of the capital stock Of this cor
'oration then outstanding.
The Board Of Directors shall have the |
'ower to adopt bylaws for the govern
nent of this corporation. and to alter,
lmend and abolish the same at its pleas
ire, at any general or special meeting
II the boaN, and no previous notice Of
my intention to alter amend or abolish
he bylaws shall be required.
The first Board of Directors shall be
omPosed Of L. Leon Where. st. Denis
J. Where, Miss Corinne Marie villere,
Hiss Mathilde Louise Bernard and Miss
lnais Josephine villere. whose post
con Where as pPesident. 0V 81. Dents J.
1illere as vice-president, Miss Mathilde
.ouise Bernard as secretary, Miss CO.
inne Marie rillere as treasurer, and
fiss Anais Josephine Where as men,
'er Of the board, who shall hold their
.ffices and exercise their functions until
he annual election to be held on the
econd Monday In January, 1924, or until
heir successors are duly elected and
lualifed, subject to the conditions here
nabove provided.
ARTICLE VI. This act Of incorpor-
tion may be modified, added to, or
hanged, or said corporation may be dis
olved In the manner provided by the
avs Of the state Of Louisiana, and at
he time such action is taken. and when
yer this corporation Is dissolved either
~ limitation or otherwise, its affairs
hall be liquidated by two liquidating
commissioners to be elected at a general
Meeting Of the stockholders called for
he suppose of voting on the questions
Z the death or resignation Of any Of
he said commissioners the surviving or
commissioner or commission
rs shall continue to act: and In case Of
cath or resignation Of all of them. then
wo more commissioners shall be elected
y the stockholders to complete the
quidatfon.
All meetings of the stockholders and
irectors shall be held in New Orleans
the office Of the company, or IL 1t
as no office at some other accessible
lace of business. and any or all no.
Ices provided by law or this charter
0 be given to stockholders or to direc-
,rs may be waived by the unanimous
onsent Of the stockholders or directors.
espectively. except as otherwise pro- .
ided by the laws Of the state Of Lou
llama. IL