The herald. [volume] (New Orleans, La.) 1905-1953, 1922-01-05
BUY
THE
BEST
CHARTER.


notice shall be given in the manner above
provided, which said notices shall be full
and complete notice TO all stockholders o.
| such meetings.
In the event no election takes place at
the second meeting or if no second meet
! ing shall be called or held the Board
then in office shall hold over until the
| next annual meeting or until their sue
cesSors are duly elected and qualified.
ANY vacancy occurring in said Board
of Directors. from any cause. shall be-.
filled by the remaining Directors The
| Board of Directors may make such by
laws, rules and regulations as they may
think proper for the transaction of the
business and affairs of said corporation.
and change, alter and amend the samp
at pleasure and shall exercise all the
powers of this corporation or may dele
gate the same to one or more officers
or directors or employees at its pleasure.
appoint and fix salaries OF all officers
clerks and employees, not herein mentioned,
the same to change or dismiss pleasure;
fix the salaries of the officers provided
for herein; sell, convey, mortgage. pledge.
| lease and purchase rights. privileges,
/ franchises. property. movable. immoyable
and personal; borrow money. lend money.
issue notes and bonds; make contracts
| and sign or cause to he signed by Of
| ficers or directors specially OF generally
/ authorized by the Board of Directors all
! necessary acts, deeds. etc. and adOpt
/ corporate seal the same 10 change or
/ alter or dispense with at pleasure: and
/ 70 do all things which NAV be necessary
/ to be done in the management Of said
/ business and permitted by the laws ap-
/ plica5le to corporations.
Any director may at any time give his
| proxy or power of attorney in writing TO
any other stakeholder or any other MEM
Der of the Board of Directors. to repre-
| him at any all meetings OF the Board
| Of Directors, and in such cases the proxy.
whether held by another stockholdcr or
/ another director. shall In every respect
count for all the purposes as if said
/ director were pers, ally present.
| The President may in his discretion call
| a meeting of the stockholders of this cor
lporatiOn to determine whether or not the
| directors then in office shall continue to
| serve as directors. Should a ma iOrity
/ of the stockholders In amount present or
| represented at such meeting vote against
the then present directors or any of them
continuing to serve as such. the stock
| holders shall thereupOn proceed to elect
! directors to take the places of those then
| i'm Office. aud the directors thus elected
| shall Immediately take their seats, and
| those who previously served and are not
| reelected shall cease to be directors.
ARTICLE Vino stakeholder shall he
allowed to dispose of directly or indi-
rectly in whole or in part or encumbe-
| any of the shares of stock held or owned
by him without first giving written notice
! TO the President and Secretary of this
corporation of the intention of such stock
| holder to do so. which notice shall state
the number of shares proposed to be sold
! or encountered and the price at which
such stakeholder proposes to sell or the
amount Of the remembrance and whether
or not he has received bona fide offer
for any portion of the shares of stock
proposed to be sold. If such bona fdc
offer has been made. the notice shall
state the highest price offered for said
stock and the name of the person offer
ing the same. If the offer be in writing
IL must accompany the notice.
su,ft
to each stakeholder copy OF such notice,
certified by him to be correct. During
the twenty days subsequent 10 the said
notice to the said stockholders by the
Secretary. the other stockholders of this
corporation shall have the privilege and
option of purchasing the shares Of stock
proposed to he sold at the price named
. in such notice, or at the highest price
offered by any bona fide purchaser. If.
however. the prices above mentioned eN-
coed the value of such stock shown
by the books of this corporation at the
end of the fiscal year Immediately pre-
ceding the notice. then and in that event
the stockholders shall have the privilege
and option of purchasing the shares OF
stock proposed to be sold at their book
value as herein stated. Should more than
one stakeholder desire to purchase said
stock at such price. the shares of stock
proposed to be sold shall be proper
tionately divided among such stockholders
as desire to purchase the same and give
notice to the Secretary to that effect prior
to the expiration of the twenty days
above provided for. If none of the stock
| holders elect to purchase the said 'stOck
within the time above provided. the stock
holder proposing to sell shall have the
privilege and is authorized to sell the stock
about which he has given notice in
accordance with the terms and conditions
of the notice given by him, and not
otherwise.
The officers of this corporation are
hereby prohibited from issuing certifi-
| sold IN
flict with the provision of this charter.
ARTICLE vIII.-This charter may be
changed. modified altered. or said cor
poratOn may be dissolved in the man
ner and by the majorities fixed by law
at any general meeting of the stock
holders of said corporation, convened for
such purpose after previous notice as
required by law shall have been given
in the manner provided in Article vi Of
this charter.
But any and all meetings of stockholders
whether for the purposes of liquidation
or for any other purpose may be held at
any time without notice by unanimous
consent Of all stockholders, In writing,
filed with the Secretary.
ARTICLE IX.-Whenever this corpora
! ton is dissolved. either by limitation or
from other cause. its affairs shall be
/ liquidated under the superintendent of
two stockholders to be chosen for that
2 purpose by majority in amount OF the
stockholders present or represented at
general meeting of the stockholders AZ
which the election is held. Said com
5 missioners shall remain in office until
the affairs of said corporation shall have
: been fully liquidated. In case of the
death of one of said commissioners or OF
, the refusal or inability of one of them
{ to act the survivor shall continue to act
and may select another stakeholder in
: the place and stead of the commissioner
t who shall have ceased to act.
: ARTICLE X.-The President may. In
: his discretion. and shall, upon the written
= request o. twenty-five per cent of the
stockholders call a special meeting OF the
5 stockholders of this corporation.
ARTICLE XI.-NO stakeholder shall
r ever be liable or responsible for the con-
! tracts or faults of this corporation in any
: further sum than the unpaid balance due
f. to the Company on the shares owned by
or subscribed for by him; nor shall any
l infOrmality in organization have the eff
a feet of rendering this charter null or void
or of exposing the stockholders to any
J. liability.
+ Thus done and passed at my off
{ the City of New Orleans, on the day
: month and year first above written in the
presence OF Messrs Thos. J. Martin and
W. Mel. Fayssoux competent witnesses.
! residing In this city, who have hereunto
signed their names with the appearers
r and me. Notary, after due reading OF
} the whole.
s witnesses: Thos J. Martin, w Mel.
T Fayssoux.
(Oripinal Signed) Lester r. Alexander