The herald., 1922-12-14
CHARTER.

person or by written proxy. for each share
| of the capital stock held by the stock
holder. or the stakeholder may send his
vote by letter, the signature of which
must be acknowledged before a notary
public or other officer authorized to take
ARTICLE v-The corporate powers of
this corporation shall be vested in and
exercised by board of directors to be
composed of eleven stockholders to be
the stockholders to be held on the third
| Tuesday in January of each year, A ma
Jority OF the board of directors shall con-
| stitute a quorum for the transaction of
| business unless the bylaws of this cor
poration, adopted by the board of direc-
tors, shall provide for lesser number.
Notice of such meeting and of all other
stockholders meetings shall be given by
written notice addressed to each stock
holder at his last known place of resi-
dence and deposited in the post office at
least fifteen days before the date of said
injecting. In case the law should prescribe
| a different notice then and in that event
| the notice to said stockholders shall be
as required by law.
Any vacancy occurring among the d.
| rectors of this organization by death
resignation or otherwise. shall be filled
by election for the unexpired term by the
remaining directors. And the said board
| shall likewise elect additional members in
case they should determine to increase the
| number of said board.
The board of directors may, from time
| to time, name and appoint all such other
| Officers, including one or more vice presi-
| dents or agents, as ii may be necessary
| for the purposes and business of this cor
| poration, as well as the salary or com
pensation and the powers and duties, of
be fixed and defined by the board of di-
| rect0rs, and all such officers, agents and
| employees shall hold office and employ
ment at the pleasure of the board of di-
tor
| shall hold Office at the pleasure of the
| stockholders who may displace or elect
the successors of any one or all of them
at any time, at meeting called for that
purpose, by notice delivered either per-
| sonally to the stakeholder or deposited in
| the post Office at his last known address
| fifteen days before the date of such meet
| ing.
| The president may at any time call
| such meeting, and if the president or Of
| hcers of the corporation refuse or fail to
! call such meeting when requested to do
so by the holder or holders of twenty five
per cent of the stock of this corporation.
| then such holder or holders of said stock
may call such meeting after giving the
| notice hereinabOve mentioned, at the Of
| nee of the corporation. If. for any reason
| the use of the Office of the corporation is
refused, or 1t cannot be used for such
| meeting, then the caller or callers of such
| meeting may hold such meeting elsewhere.
The said board shall also elect at said
| meeting secretary and treasurer, or
capacities, either of whom may or may
| not be a member of said board.
The board of directors may make and
| establish, as well as alter and amend, all
such bylaws rules, and regulations not
| Inconsistent herewith, and deemed neces-
| sary and proper for the management and
affairs of this corporation, and said board
OF directors, which is hereby clothed with
| all the corporate powers of this corpora
| ton. shall have full power and authority
to acquire by purchase or otherwise.
/ .1s
sell, convey, mortgage, hypothecate, lease
and pledge the same, borrow and lend
money, issue notes and bonds or mortgage
and hypothecate same to secure said
loans; to make or sign contracts or cause
same to be made and signed by officers
| and directors, especially or generally au-
| thorized for that purpose, and to do any
and all things reasonable, convenient or
| necessary for the proper conduct of the
business and affairs of this corporation.
The first board Of directors and officers
| Bodenger, whose post office address Is
No. 157 DelarOnde Street. New Orleans,
| La; Edward w. Burgis, whose post office
address is No. 52S Bouny Street, New Or
leans, Louisiana; Frank c. Duvic, whose
post office address Is No. S23 Morgan
| street, New Orleans. Louisiana; Herbert
l.. Harding, whose post office address is
701 Opelousas Avenue. New Orleans. Louis.
| lana; William j. Hennessey, whose post
| office address is No. 81 Pelican Avenue.
| New Orleans. Louisiana. George Herbert,
Olivier Street, New Orleans, Louisiana !;
| DIR. Alfred c. King, whose post office ad-
dress is No. 305 Vallette Street, New Or
leans. Louisiana; DIR: Charles V. Kraft,
| ret Street, New Orleans. Louisiana; Ralph
p. Nolan, whose post office address is No.
225 Lavergne Street, New Orleans, Louis
address is No. 601 Patterson Street. New
| Orleans, louisiana; Adolph Spitzfaden.
Jr.,. whose post office address Is No; 5ls
with August Schabel. as president: Julius
Bodenger, vice-president;. DIR: Alfred c.
King, vice-president. and Adolph Spitz-
s sSafi hold old office until the third Tuesday
| in January, 1924, or until their successors
shall be duly elected and qualified "a.
| failure to elect directors on the date
specified for their election shall not dis
solve this corporation, or impair its cor
porate existence or management, but the
directors then in office shall remain In Of
| flee until their successors shall have been
duly elected and qualified.
ARTICLE VI-This act Of incorpora-
ton may be modified. changed, altered or
amended or the capital stock OF this cor
or this corporation may be dissolved with
the assent of two-thirds of the outstand-
ing stock Of this corporation present or
represented at n general meeting or the
stockholders convened for such purpose
or purposes. after previous notice OF such
meeting shall have been given to each
StOcknOl0er e1tner III pcTsou VI ny hViec
addressed to him at his last known place
of business, and deposited in the mail OF
the United States at least fifteen days
previous to the date Of said meeting. nm
less other notice for meeting Of such
character be prescribed by law. in which
event, the said notice shall be given IN
conformity with the requirements Of said
law.
Upon the dissolution Of this corporation
either by limitation or for any other cause
the stockholders at general meeting
called and convened, after due notice IN
the manner hereinabove provided, SHAH
elect from among their number three
Hquidators, with full power to sell and
liquidate its affairs, collect the outstand-
ing debts sell and convey the property,
pay its debts, and divide the remaining
money among the stockholders, and invest
them in such other power and authority
as may be necessary and permitted by
law; the said liquidators shall remain In
Office until the affairs Of this corporation
shall have been fully liquidated, and In
case of death or disability Of any one OF
said liquidators, the remaining iiquida-
tors may fill the vacancy or continue TO
act on behalf Of the corporation, and In
the event of disagreement among SAID
liquidators, the action of the majority
shall prevail and be binding.
ARTICLE Vino stakeholder shall be
liable or responsible for any costs, con-
80 ha