The herald. [volume] (New Orleans, La.) 1905-1953, 1922-03-23
CHARTER.

vested rights that all such stock Is so
held and possessed subject 10 the rules
and provisions for the transfer Oh same
hereinafter set cut, to-wit
| FIRST: No sale or other transfer OF
shares of stock in this corporation shall
be valid until and unless the opportunity
| has been first afforded the shareholders
| of record at the date of such transfer,
sale other alienation to purchase such
| stock at book value, the value to be as
| certained in the manner herein prescribed
| The right to acquire said stock hereby
| first vested in the other stockholders of
| record shall follow the stock into any
hands to which it may pass ana may De
exercised against the holders thereof
within ninety days from the time any sale
or transfer thereof has been offered to be
entered on the books of the corporation.
1t shall be the duty of any holder of
stock in this corporation who intends or
desires to sell, transfer, ALLEVIATE, or by
pOthecate, or otherwise dispose of the
same to give ten days written notice of
| such intention or desire to the board of
directors of the corporation, who are
hereby constituted agents of the other
stockholders for the purpose of such no
tice, and said board of directors shall give
immediate information thereof, in writing,
to all the other stockholders of record.
Before the expiration of the ten days from
the receipt of said notice by the board of
directors any shareholder of record may
offer to purchase, and may acquire the
right to purchase, said stock by notifying
the board of directors in writing and
thereafter shall deposit the price of said
stock in cash with the corporation on or
before the expiration of eighty days from
the last mentioned date.
Upon the receipt of the first mentioned
notice, the board of directors shall advise
the person owning said stock, his agent
or representative. to join with said board
in fixing the value of said stock, which
value shall be established on the basis of
the last annual or semi annual statement
or report of the corporation and the last
monthly trial balance DrpcpdiUR the date
of such notice, and the sum thus found
and established shall constitute the value
and price of said stock.
: If within forty-eiGht hours after receipt
of such notice the owner, his agent or re-
preventative does not join with the board
in establishing the price or value of the
stock, the board may proceed without
fuEther delay to fix the said value. using
the report and trial balance aforesaid for
that purpose. which writings are declared
! to be conclusive evidence for and against
ali parties in interest in the premises,
whether the value is established by the
joint act of the owner, his agent. widow,
: heir or representatives or by the board of
directors acting in default of the co opera
ton of said person or persons
Upon receipt of the offer or acceptance
of any shareholder to purchase said stock
and upon obtaining guarantee satisfactory
{, to said board for the price thereof, the
board of directors shall thereupOn give
T notice thereof TO the owner of the stock,
the expiration Of the period of eighty days
: aforesaid shall call in the certificate or
4 certificates representing such stock and
J pay the price or value thereof and cause
the same to be transferred on the books
e to the purchaser.
SECOND: In the event of the death of
I any stakeholder, his widow, heir. or legal
representative shall have the right and
: option to compel the corporation to buy
! the share holdings of said deceased stock
holder, and in the event of the refusal or
, inability of the corporation to purchase
same, shall have the right and option to
; compel the liquidation of the corporation
|; as hereafter provided in Article 8. Should
: the widow, heir or legal representative of
the deceased stakeholder exercise their OPP
! ton to sell, the formalities and course of
| procedure, the terms and conditions, stipu-
> lations and delays hereinabove established
4 in Paragraph One of this Article shall
: apply in all respects. Immediately upon
receipt of notice from the widow, heir, or
legal representative of the deceased stock
holder. it shall be the duty of the board
of directors to cause the necessary steps
= to be taken to purchase the stock from the
, said widow, heir. or representative of said
, deceased stakeholder.
= THIRD: The preference, option and
: right of purchase hereinabove established
i shall run in favor of each stakeholder OF
record for his yirile share in proportion
to his existing holdings in the stock, but
should any shareholder fail to exercise
J; his right in this regard his rights shall
shareholders, provided that the owner, his
;. widow, heirs or legal representatives, as
the case may be, shall not be Obliged tc
= deliver said stock unless the offers to pur'
chase the same shall include and cover
: the entirety of the offerings under Para
graph First or all Of the holdings under
! Paragraph Second.
? FOURTH: In the event an employee Of
V the company becomes a shareholder in the
e company, and for any reason leaves tb1
o employ of the company, the other share
v holders of record shall have the right anc
n option to acquire the share or shares o.
# stock of said employee upon the terms
v and conditions hereinabove provided.
e FIFTH: All certificates of stock shall
t. bear upon their face brief reference u
# the rights herein established in favor o
> the stockholders.
-e ARTICLE v-An the corporate powers
,e of this corporation, and the management
m and control of its affairs shall be veste'
h in. and exercised by a board of director
n composed of three (3) stockholders, a ma
? jority of which shall constitute a quorum
Ie for the transaction of all business. TIL
p directors shall be elected annually by tn
/: stockholders at a meeting to be held oil
- the first Monday after the first Sunda.
70 of each year in the month of February
n said meeting to be preceded by. thre
~ days written notice to the stockholders
Each stakeholder shall be entitled, in per
son or by proxy, to vote for every shar
= owned by him. and all elections shall b
"a held under such rules and regulations a
n may be determined by the board of direc
- tors. At such meeting, all questions othe
:, than mere routine shall be decided by
y majority of the shares of stock represent
' ed at said meeting. The directors, whe
a. elected, shall continue lin office for on
- year, and until their successors have bee
=, =, duly elected and have qualified. No fail
! ure to elect shall operate the forfeiture o
- this charter. Any vacancy occurring o.
., said board shall be filled by the remain
&c ing directors for the uneXpired term
u The board of directors shall, at its frs
meeting after it's election, select out Q
its number, a president and one or NOR
r vice-presidents and a manager, and sha
r also elect a secretary, who need not, how
er ever. be member of the board or
Il stakeholder. The president shall have tn
e. right to appoint and dismiss the clerk
ne and other employees of said corporation a
ne pleasure and as the interest and bushes
is of the same may demand. He may exercis
n, this authority by proxy. Any director bein
sick or absent, or about to absent him
r. self, shall have the right to appoint, b
in written instrument another director
IS. stakeholder to act as his proxy and in hi
t; stead, at any and all of the meetings {
e. said board Of directors during such at
On sence.
IS, The first board of directors and fir:
IS, corps of officers Of the corporation sha
re be s. Massman, New Orleans, La, pres
o. dent; A. A. Leuhrmann, New Orlean
n Louisiana, secretary and A. Z. Massmal
IL New Orleans, La, vice-president an
he treasurer; and they shall hold office unit