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

! JdHudTN, lJ-D, WITH I0t UNDERSTANDING
, that the first Board of Directors selected
by the stockholders and named in thi
charter. is well as the first set of officers
as hereinafter named. shall hold oftic
until the second Monday of January
1923, or until their successors have beef
elected ard have qualified.
After the election of said Board o
Directors by the holders of common
stock, as herein provided, there shall b.
elected by said directors from their owl
number the officers of this corporation
which are as follows: First, a Presi
dent; second. First Vice President
third, Second Vice President; fourth
a Secretary, and fifth, a Treasurer, which
last two offices may he combined in ON,
! person.
The first Board of Directors and tn,
officers of this corporation shall be tn,
following, and which said Board of Direc
tors and officers shall serve until the
election TO be held on the second Mon.
day of January, 1923, or until their sue
ceSsors are elected. chosen and qualified
The addresses of said directors and Off
Gers are set opposite their respective
names:
Achile /. Picard. President. Gonzales
La; Louis Geismar, First yicePresident
GeiSmar, La; DR.. Isaac 7. Heymann
Second NicePresident, 76 Lafayette ave
nue., Brooklyn, y. y; Henry NJ. Picard
| Secretary, Gonzales La: Ralph Z. Tay-
Tor, Treasurer. 3l6 Baronne street. New
Orleans, La; Minel l.. Geismar. Geismar
i-h.s JOS'pH IltdFu. lJUlcnttNn. La.
The Board of Directors shall have the
right to fill all vacancies occurring in
their number, whether resulting from
death, resignation or otherwise.
ARTICLE VIII Tie annuaI meeting
of the stockholders of this CORPORATION
for the election of directors shall be held
on the second Monday of January of each
! year, commencing with the second Mon
! day of January, 1928, until which time
| the officers and directors named in this
1 charter shall gDDtiuua in a.
| their successors have been elected and
/ qualified. The election for said directors
| shall be by ballot, and the majority in
| amount of common stock voting whether
| Ill person or by proxy, shall elect the
| persons for whom they are cast. Each
| share of stock voted upon, to be counted
| for but one vote. Said stock shall not
| be entitled to cumulative voting
The Board of Directors shall give at
| least fifteen days notice by mail of the
election of said directors, and shall ap
point one or more stockholders to preside
at such election. Any failure from any
cause whatsoever TO elect directors on
the day named for that purpose shall not
dissolve this corporation. but the direc-
tors and officers then in office shall hold
over until their successors are chosen
and qualified.
The Board of Directors is further
authorized to frame and adopt such by
laws, rules and regulations as the affairs
ana business OF the company may re-
conducting and management thereof pro.
vided the same does not conflict with this
charter and the laws of the State of Lon
lslana, and those of the United States of
America; to name and appoint managers
nix their compensation and terms of EN-
ployment, as well as name and appoint
agents and employees as in it's discretion
may seem fit and proper, as well as to
hx the salaries and terms of employment
OF the officers, employees, clerks and
assistants.
The Board of Directors is specially
vested with the power to acquire and
purchase such property or business or
goodwill, or all of these, from indiyid.
uais, hrms or other corporations as said
Board of Directors may deem advisable
and proper, and at such price and on
such terms as they may deem best, and
to pay therefor in the full-paid common
or preferred capital stock of this corpor-
alton or otherwise. This power to pur-
chase and acquire to be exercised by said
Board without the necessity of referring
to the shareholders for authorization.
ARTICLE IN. No stakeholder shall
ever be held liable or responsible for the
contracts, faults or debts of this corpor-
its organization have the effect of render
ing this charter null, or of exposing its |
shareholders to any liability beyond the |
unpaid balance due on the stock owned |
ARTICLE Y. The names and postofhce |
addresses of the subscribers TO these I
articles of incorporation and the number
OF shares of stock subscribed by each,
Achille l. Picard, Gonzales, La, 30
shares preferred, 80 shares common. I
Louis Geismar, Geismar, La, 100 shares |
preferred, 100 shares common
DR.. Isaac p. Heymann, Brooklyn, N. Y.
30 shares preferred, 2l9 shares common
Henry NJ. Picard, Gonzales. La, 30 |
shares preferred, 80 shares common.
Ralph f. Taylor, New Orleans, 1 share
common.
Minel L: Geismar, Geismar, La, so
shares preferred, 30 shares common.
Joseph r. Picard Dutchtown, La. 80
shares preferred. 80 shares common.
Leon Picard, Dutchtown, La, 10 shares
preferred, 10 shares common.
ARTICLE XII. All stockholders meet
ings for the election of Directors, as
above aove stated. shall be held after fifteen
holder. Other stockholders meetings
may be held when ordered by the Board
or directors, or when requested by at
least twenty five per cent of the outstand-
holders meetings, other than adjourned
meetings, shall be given in the manner
prescribed for stockholders meetings for
inc election of directors, unless such
ARTICLE XII. This charter NAV be
amended altered or changed at a special
meeting Of the common stockholders,
,aiied for that purpose, notice of which
NC eL'ch III dCCOTudnce with the
provisions OF this charter, by the vote of
two,tnirds or all the common stock.
. ARTICLE XIII. Whereas, the subscrip-
tlon OF the subscribers to the Ipital stock
Oh this corporation, up to the sum of
Ninety Thousand Dollars $500 600 OO) con.
slsts In property to be transferred to this
corporation, in accordance with the provi<l
slons of Section 3 of Act 267 of the
Louisiana Legislature for the year IDA
mere is now annexed to these articles
Oh incorporation and to be read in con-
hection herewith, an accurate, detailed
ana ltemized description of such prop
erty, as to amount, location. extent
,haracter, and state of improvement.
together with statement of its value
Is appraised by the Directors of this
corporation, the same as If set forth in
'ull in this charter
ARTICLE XIV. This corporation NAV
De dissolved by the vote of two-thirds
II all its outstanding common stock. and
lpon complying with the requirements
u Section % of Act 267 of the Louisiana
legislature of 1914, and in the event of
'uch dissolution, liquidators shall be
famed and appointed with all the neces-
'ary powers and authority, all in the
manner and as provided in said legis-
Thus done and passed in nv office ON
ne day and date first above written. in
ne presence Of Messrs. James b. Rosser.
r., and Arthur J. Ryan, both Competent
witnesses, domiciliated in this city. who
lgned these presents, together with the
PARTIES and me, Notary, after a due read
ng OF the whole, the parties hereto