The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-24
CHARTER.

last preceding such meeting, remain unde-
clared, the holders Of such preferred stock
| shall be entitled to vote along with the
holders of the common stock for the cleo
ton Of directors, and for that purpose the
| holder OF each share of said preferred
stock shall be entitled to one vote for each
OF said shares held by him but such right
to vote shall cease whenever all such ac-
cumulated dividends shall have been de-
| clared.
This corporation shall be entitled to
begin business when fifty 5000 per cent
! Of the aggregate of its preferred and COM
mon stock as hereinabore fixed shall have
been subscribed and paid for as required
by law.
All stock shall be paid for in cash or
may be issued for labor done or services
performed for said corporation or for
| property rights actually received by il.
The amount to which the capital stock
| of this cooperation may be increased by
| due corporate action is hereby declared
! TO be one hundred million (S1O0 OO0,0 10000
dollars and any increased stock now or
! hereafter authorized may be of the kinds
or classes herein prescribed or may be in
! whole or in part of other kinds or classes
/ Of stock which may be created and author
| lied with such preferences and priorities
whether in dividends and liquidation or
otherwise over or with respect TO any OF
| the kinds or classes now created or at
any time hereafter existing, and with such
designations and voting powes, or re-
be prescribed.
ARTICLE V-The corporate powers of
this corporation shall be vested in and
exercised by a board of directors to be
composed Of five TO- stockholders to be
elected annually at a general meeting Of
said stockholders to be held on the third
Tuesday In January of each year. A ma
jority of the board of directors shall con
stttute quorum for the transaction OF
business unless the bylaws of this cor
poration, adopted by the board Of drec-
tors, shall provide Tor lesser number.
Notice of such meeting and of all other
stockholders meetings shall be given In
the manner prescribed by law, and. when
not SO prescribed. then written notice OF
such meetings shall be addressed to each
stakeholder at his last known place OF
residence and deposited In the post Of
flee. at least fifteen Q5) days before the
date of said meeting. postage prepaid.
The bylaws of the corporation may pro-
vide for any additional form of notice.
At all such elections and at all cor
porate meetings. holders of common stock
OF this corporation alone shall be entitled
TO vote, except as hereinabOVe provided,
and every such stakeholder shall be en-
titled to one vote for each share of COM
mon stock of this cOrpOratin standing In
his name on the books of this corpora
ton. and the majority of such votes east
shall elect.
The books for the transfer Of the stock
during the payment of dividends and the
holdings of meetings of stockholders, not
to exceed thirty 500 days at any one time
as the board Of directors may from time
to time determine and the corporation
shall make no transfer of stock on the
books during such period.
Any vacancy occurring among the d.
rectors of this corporation by death,
resignation or otherwise, shall be filled by
election for the unexpired term by the re-
naming directors.
failure to elect directors on the date
above specified shall not dissolve the cor
pOration, nor impair its corporate exist
ence or management, but the directors
then in Office shall remain in office until
their successors shall have been duly
elected and qualified.
The board of directors at its first meet
ing shall organize and elect officers and il
shall elect from among their number a
president and may elect one or more
The board OF directors
shall also elect at said meeting secre- |
tary and treasurer. or one person to act |
in both capacities, either of whom may or |
may not be a member of said board. The |
board Of directors may also elect from Its
members a chairman of the board.
The board Of directors may. from time
to time, name and appoint all such other
officers Including one or more vice
presidents not members of the board OF
iirectOrs) or agents as it may deem neces-
say for the purposes and business of this
corporation, and the powers and duties
of every officer, agent and employee shall
be fixed and defined by the board of di-
rectOrs and all Of such officers, agents and
employees shall hold office and employ
nent at the pleasure of the board of di-
rectOrs.
The board of directors may make and
as well as alter and amend, all
,uch bylaws, rules and regulations. not
Inconsistent herewith, necessary and pro-
of the business and affairs of
his corporation, and said board of direc-
ors, which Is hereby clothed with all of
he corporate powers of this corporation.
'hall have full power and authority to
borrow money and to execute mortgages
Ind pledges and create liens to issue
ponds, notes and other obligations, and to
ecure same by mortgage and /orpledge or
and generally to do any and
Ill things reasonable, convenient or neces-
,ary for the proper conduct of the bust
less and affairs Of this corporation; anu.
N its discretion, the board Of directors
nay create and select an executive COM
nittee to be composed Of not less than
hree 80 of its own members, to which
committee the board of directors may
grant all or any of its powers to be ex-
.rcised during the interim between meet
ngs of the board of directors itself.
A director of this corporation shall not
be disqualified by his office from dealing
DR. contrasting with the corporation either
Is a vendor, purchaser or otherwise, nor
shall any transaction or contract of this
corporation be void or v0idable by reason
,f the fact that any director or any firm
)f which any director is a member. or any
corporation of which any director Is
or director, is in any way in
terested in such transaction or contract,
provided that such transaction or con-
ract Is or shall be authorized, ratified or
approved either ~ by vote of a majority
,f a quorum of the board of directors or
,f the executive committee without count
ing In such majority or quorum any di-
rector so interested or members of a firm
so interested or a shareholder or director
)f a corporation SO interested. or (2) by
vote Of a stockholders meeting of the
holders Of record Of a majority of all the
shares of common stock of
he corporation or by writing or writings
'igned by a majority of such holders; nor
hall any diector be liable to account to
he corporation for any profits realized
~ and from or through any such trans
lction, or contract of this corporation au-
horized, ratified or approved as afore-
aid by reason of the fact that he or any
lrm or which he Is member, or any
corporation Of which he is a shareholder
n director, was interested in such trans
ction or contract.
ARTICLE VI-This act OF incorporation
nay be modified, changed, altered or
mended, or the capital stock Of this cor
'oration may be increased or decreased, A.,
r this corporation may be dissolved with |;
he assent of twO-thirds (2/3) Of the out (, /,
lon expressed, given and obtained at a !.
eneral meeting of such stockholders con-
ened for such purposes, or any of them,
fter previous notice of such meeting shall
ave been given to each common stock
Older by notice addressed to him at his !
81