The herald., 1922-07-20
CHARTER

| CHARTER
/ pOration shall have the privilege of in
Crpasing the amount of its capital stock "a
/ two hundred Thousand $500 .0OO) dollars
| The said amount of 100000 shall be fully
paid in cash at the time of the Organi-
/ cation of this corporation and said stock
/ shall be non aSseSsable. No transfer OF
stock shall be binding upon the corpora
ton. unless recorded upon its books.
No share holder of this corporation may
validity ALLEVIATE any of his stock in any
| manner. unless he shall have previously
offered the same at its books value, ac-
cOrding to the last annual statement OF
the corporation, to the other stockholders
thereof. in writing, through the secretary
treasurer. Upon receipt of such offer, the
secretary-treasurer shall promptly give
written notice to each stakeholder of the
corporation at his last known address
stating the number of shares so offered
and the price thereof. Each stakeholder
| receiving such notice shall have the privi-
lege of bidding for all or any part OF
such stock so offered for sale at its said
book value, by mailing or delivering to
said secretary-treasurer a bid in writing
therefor. but failure to bid therefor with
in ten days from receipt of such notice
shall be equivalent TO refusal to pur-
chase. Should the number of shares bid
for by various stockholders exceed the
number of shares offered for sale the of
fered shares shall be distributed among
ton to the number OF shares then held by
them respectively.
Each share of stock shall entitle the
owner thereof to cast one vote. in person
or by proxy at all stockholders meetings.
The parties hereto declare that they
have subscribed for the number of shares
of the capital stock of this corporation set
opposite their respective Names SO that
this act of incorporation shall serve as an
original subscription. but prior to the
opening of the books of the corporation
and the fixing of a book value on the
stock. any of the said stock so originally
subscribed for may be transferred with
out restriction.
ARTICLE y-The business and affairs
of this corporation shall be managed and
conducted by board of not less than
three nor more than five directors as de-
termined by the stockholders, at the an
nual meeting. All directors shall be
stockholders. The majority of directors
or this corporation present at any meet
ing in person or by proxy shall cOnsti-
tute quorum, and a majority vote OF
those present in person or by proxy shall
decide all questions voted upon Said d.
rectors shall be elected annually from
among the stockholders on the second
Monday of August of each year. unless
the same shall be a legal holiday, when
the election shall be held on the next le-
gal day thereafter. beginning on the
second Monday of August 1923 and after
fifteen days prior written notice having
been mailed to each stakeholder of record
to his last known address. The voting
shall be by ballot. and each stakeholder
shall be entitled to cast one vote for
each share held by him which has been
standing in his name on the books of the
corporation for at least ten days prior
to the date of the election. A majority
Of the entire stock issued and outstand-
ing voted at such election shall elect I'm
mediately after the election of said board
of directors and the adjournment of the
stockholders meeting the newly elected
board Of directors shall elect from among
their number the officers of this CORPORA
ton, who shall be a president a vice
president and secretary treasurer.
The failure to elect directors or officers
as herein provided for shall not result in
the dissolution of the corporation, but the
then board Of directors and officers shall
hold their respective offices until their
successors are duly elected and qualified.
Special meetings of the shareholders
may be held when ordered by the board
or directors and must be held upon the
request OF not less than twenty-five per
cent. OF the outstanding stock after fifteen
Gays written notice to each stakeholder
stating the object or objects of said meet
ing. Any vacancy occurring on any board
Of directors shall be filled by the remain
ing members Of said board for the unex-
pired term, at meeting called for that
purpose aften ten days prior written no.
ice. the director or directors so elected
10 hold Office until the next annual stock
holders meeting. but should IL he i'm
possible Tor any cause for the directors to
act. any vacancy or vacancies NAV be
hlled by the stockholders at any meeting
called Tor that purpose by the president
Ahy and all directors meetings. the no.
uces or which are not herein specifically
provided for, may be called by any off
Ger OF this corporation upon ten DAYS
notlce by mail. Any director shall have
the right to authorize and appoint in
writing any shareholder to vote for him
at any and all directors meetings, and
such proxy shall have and exercise all of
him. appointing
W henever II Is provided in this act that
eltner directors or stockholders meet
lngs may be held after certain prescribed
notices to the directors or stockholders
it is understood and agreed that any and
al directors and stockholders meetings
may be held without notice, whenever
iawiui. provided all directors or stock
noiners: as the case may be- waive notice
proxy at such meeting or meetings.
The board of directors shall have fuu
control or the property of this corpora
non and shall conduct. manage and use
me same as in their discretion they deem
pest ana consistent with the objects of the
company and its welfare. and they shall
nave power to make. alter and annul such
oy-laws rules, and regulations as they
may think proper Thew shall have tbo
Iurther right and power to appoint such
agents' clerks and employees as they deem
pest and to fix their salaries. terms of
employment and the right to dismiss said
employees at said boards pleasure and
SAID board shall have the further right to
determine and fix the salaries If any. Of
Ihe several officers herein provided for
ARTICLE VI-The first board of direc-
tors and officers who shall serve until
me annual meeting TO be held on the
second Monday of August. 1923. or until
Iheir successors are duly elected and
qualified. shall be: Fl. III Lawler goo
Gravier Street. New Orleans, La who
snail be president; s. L. Edmonson 800
Gravier street. New Orleans. La. who
shall be vice president: J. u. Britton 900
iravier Street. New Orleans. who shall
De secretary treasurer
This charter may be altered or amend
I'd and this corporation may he dissolved
Dy a vote of two-thirds Of all outstand-
ing stock at meeting Of the share
holders. duly convened for that purpose
Dy the board of directors mr. nv the nrasi