The herald. [volume] (New Orleans, La.) 1905-1953, 1922-03-09
CHARTER.


operate and trade, either at wholesale
or retail, in all kinds of merchandise
without limitation, but especially In
| shoes, slippers, boots and all kinds oil
footgear and hosiery, and articles gen
orally handled in connection Herewith !;
and generally to carry on any other bus
mess which under the law 1t may be
entitled to carry on, which may seem
to the corporation to be calculated,
| directly or indirectly, to effect the afOre
said objects and purposes, or either or
them. or TO facilitate the corporation in
the transaction of its aforesaid business
! or businesses or any part thereof, or in
the transaction of any other lawful busI-
ness that may be calculated directly or
Indirectly to enhance the value of to
render profitable any of the corporations
property and rights, and generally to
hold and exercise all such incidental
powers and privileges and to do and per
form all things as relate to the objects
and purposes hereinaboye set forth, or
as may be needful. necessary, proper,
useful or convenient for effecting said
objects and purposes, or either of them.
ARTICLE ". The authorized capital
of this corporation is hereby fixed at and
declared to be the sum of Ten Thousand
Dollars ($l0.00000D, which capital stock
may be increased in the manner provided
by law to the sum of Twenty-Five Thou
sand Dollars (s25,OOO.OOl.
The presently authorized capital stock
! of this corporation shall consist of one
hundred (1O0) shares of the par value
of One Hundred Dollars (S100.O0) eacn !;
it shall be represented by certificates,
shall be full paid and worcestershire
when issued, shall be issued only for
labor done or for property actually re-
ceived, or for cash TO be paid at sucn
times and in such amounts and after
such notice as may be determined by the
Board of Directors, and shall be per
sonal property. No transfer of said
4. sl,g.
corporation unless made in accordance
| with its charter and bylaws, and re-
corded on the books thereof.
| ARTICLE V. No stakeholder may sell,
assign or transfer his stock in this cor
poration without giving TO the other
stockholders. through the Secretary
| Treasurer of this corporation, notice in
writing of such intention, and the other
stockholders shall have the right for a
period of thirty days from the delivery
| of such notice to the Secretary Treasurer
| to purchase all or any part of the stock
of such stakeholder for cash at the book
value thereof, after which thirty days
the said stock may be sold without re-
! striction.
Whenever the employment of any
| stakeholder by this corporation is ter
minated, either by death, resignation, dis
missal, lapse of time or otherwise the
other stockholders shall have the right
for thirty days from the date of such
termination TO purchase all or any part
of the stock of such stakeholder for cash
| at the book value thereof, after which
thirty days the said stock may be sold
| without restriction.
Other stockholders desiring 10 pur-
chase stock under this article must in
due time give notice of such desire to
the Secretary Treasurer of this corpor-
alton. In the event that the other stock
| holders offer to buy more stock than is
| off tOckhOldarS offering TO
buy shall be entitled to buy the offered
stock in the ratio of their then stock
holdings in this corporation. For the
purposes of this article, the book value
shall be determined by the figures as
shown on the last financial statement.
No sale or other transfer or assign
ment of stock in this corporation shall
be valid until and unless opportunity
| to purchase such stock has first been
given in the manner hereinabove provid-
| ed to the other stockholders of this cor
| poration; and this right so vested In the
other stockholders shall follow into any
hands into which IL may pass any stock
sold, transferred or assigned without
such opportunity being given, and may
be exercised against the holder or holders
thereof within ninety (9O) days after such
| stock is rendered for transfer on the
books of this corporation, and no trans
fer OF any such stock shall be made on
the books of this corporation during the
! ARTICLE Wall the corporate powers
of this corporation shall be vested in and
exercised by a board of three go directors,
each of whom shall hold in his own name
at least one share of the stock of this cor
poration. Said board of directors shall
be elected annually on the first legal day
in January of each year beginning with
1923. All such elections shall be by bal
lott at the office Of this corporation IN
der the supervision Of three commissioners
to be appointed by the board Of directors,
and in the absence of any commissioner
the president shall have the power to fill
the place by appointment. OF all such
elections as well as of all meetings OF
stockholders, except for the purpose OF
liquidation or dissolution or as otherwise
required by law, fifteen days notice shall
who appears as such on the books Of this
corporation at his last designated address
or care of general delivery at Montgomery
Alabama, If he has not designated an ad
Dress a notice stating the time and place
Of the meeting. Each shareholder shall
be entitled to one vote for each share OF
stock standing in his name on the books
of this corporation, to be case in person
or by proxy, and a majority of the votes
cast shall elect. Failure to elect directors
on the day above specified shall not dis
solve this corporation, but the directors
then in office shall remain In office until
their successors are elected and qualified
Due notice of another election shall forth
with be given as above provided for, and
such notices Of election shall be continued
to be given until an election Is had
4 ARTICLE What its first meeting
each board of directors shall elect from
it's membership a president. vice-presi-
dent, and secretary-treasurer, and shall
from time to time as 1t sees mt, appoint
or employ such other employees as 1t shall
deem necessary. The board Of directors
shall have full power and authority to fix
the salaries of all officers and Of all such
other employees at Ii may deem neces-
sary, and to make and establish, as well
as to alter and amend all bylaws, rules
and regulations necessary and proper for
the conduct and management Of the bust
ness and affairs of this corporation not In
consistent with this charter: Ii shall also
have full power and authority to do al
acts and things reasonably necessary for the
proper carrying on Of the business OF this
corporation, and to carry out the objects
and purposes for which this corporation Is
Iorganized, including the borrowing of money
necessary for the ordinary business opera
lions of this corporation, and through the
president or some other duly authorized
person or persons to execute and issue
therefor notes or other obligations of this
corporation on such terms as in its judg
ment may be advantageous; 1t shall also
have full power and authority to issue and
deliver full paid shares Of stock OF this
corporation for money. labor, services
property or rights actually received by
this corporation, and to fill all vacancies
that may occur In its membership. ma
jority Of the directors present either In
person or by proxy shall constitute q
quorum for the transaction Of any bust