The herald., 1922-07-20
CHARTER.

either IN the state OF Louisiana or with
in other states and parishes and posses
SOns of the United States or foreign
country for the purpose of carrying Out
the objects and purposes set forth in this
article
Fifth: And to do all things necessary
and incidental to the carrying out Of the
objects and purposes for which This cor
pOratiOn is organized and for such pur-
poses to engage in business in the state
of Louisiana and with any other state or
Parish of possession of the United States
Of America or foreign country that will
permit the same.
ARTICLE IV-It shall have all the
rights and privileges granted by law TO
such corporations: shall have the power
to contract, sue and be sued in its cor
pOrate name to make and use a corporate
seal, and the same to break and alter 1t
pleasure. to buy, own. hold. lease. receive.
convey. mortgage, hypOthecate or pledge
property, both real personal and mixed ;
to issue bonds, notes and other Obliga-
tiOns: to have, engage and employ such
officers. managers, and employees as the
business interests and convenience of the
corporation may require; to make, adopt.
establish such bylaws, rules and regula-
tions in the corporate name. not repug-
nant to the laws Of the State of Louisiana,
or other states. territories or possessions
of the United States or foreign countries
in which they engage in business, or the
charter of this corporation. for the man
the stockholders and board Of directors
may deem necessary and eXpedient.
ARTICLE V-The capital stock of this
corporation shall be eighty thousand and
90 100 (SS0.0O00O) dollars. represented by
eight hundred $500 shares of one hun
dred and 90 100 (s1O0OO) dollars each.
The stock shall be paid for in cash when
subscribed for, or the same may be is
sued for property actually received by or
services actually rendered unto the said
cooperation, but said stock shall not be
issued for less than par
ARTICLE VI-This corporation shall
begin business and be a going concern
when eighty thousand and OO/10O $50
100000 dollars of stock shall have been
subscribed for and paid in. and when
ever an increase of said capital stock shall
have been authorized fifteen days writ
ten notice shall be given to each stock
holder. within which time the present
stockholders in the corporation shall have
the right TO subscribe to said increase of
stock in proportion to the number Of shares
OF stock held by them and which shares
shall be paid for at such time and in such
manner as the board of directors may di-
rect. After the expiration of the said time
for subscriptions and payment. the board
o: directors may dispose of the shares
not taken, for the benefit of the corpora
ton. in such manner as they may think
proper. at not less than par.
ARTICLE VINO stakeholder shall
sell or otherwise dispose of any share or
shares of the capital stock Of this corpora
ton until ten days prior notice of sucn
intent to do so shall have been given in
writing to the corporation. during which
time any one or more of the stockholders
shall have the privilege of purchasing said
stock so offered at the actual value based
upon the books of the corporation.
All transfers of stock shall be made on
the books of the corporation by surrender
ing the certificate thereof to the presiding
officer. who shall write the word can
celled prominently across the face there
of and erase the presidents signature
therefrom before issuing a new certificate.
ARTICLE vIII-At all elections by or
meetings of the stockholders each share
shall be entitled to one vote to be cast
either by the person in whose name the
stock appears on the books of this cor
pOratiOn at the time of voting or by an
attorney holding said stockholders writ
ten proxy.
ARTICLE IX-The business and cor
porate affairs of this corporation shall be
transacted by n board of directors. of not
less than three directors, nor more than
nve directors. to be composed of stock
2Olders thereof and they and each ..
them shall be elected at a meeting to be
held for that purpose.
Any vacancies in the board of directors
so elected shall be filed by the said board
Of directors. Louis W. Zoeller. 1919 Cal
noun Street, New Orleans. La: Clarence
A. Hammer, 933 Louisiana Avenue. New
Orleans, La; William f. Bland, 1472 Cal
houn Street, New Orleans. La. shall con-
stitute the first board of directors who
shall hold office until the first Tuesday
after the second Monday in January 1923.
or until their successors are elected and
qualified and each subsequent board
shall have their seats Immediately follow
ing their election. or as soon tbereafte
as practicable and shall hold their office
elected and qualified. The directors here
ficers "
The officers elected and designated TO
serve until the first Tuesday after the
second Monday in January, 1923. or until
their successors shall be elected are as
follows: Louis w. Zoeller, president 1919
calhoun Street. New Orleans La; Clarence
Hammer, vice-president 933 Louisiana
Avenue. New Orleans, La; William f.
Iand' secretary-treasurer, 1472 Calhoun
Street, New Orleans, La
On the first Tuesday after the second
Monday in January, 1923, and annualIy
thereafter an election of directors, by
the stockholders shall be held at the Of
flee of the corporation after fifteen DAYS,
notice thereof shall have been given nv
publication in one of the daily papers in
this city. by three publications thereof
during said time, the first to be made fif-
Teen days prior to said meeting. Every
T.
ing after its election. or as soon there
after as practicable, elect from their own
number president, ce-president and a
treasurer. The board of directors shall
also elect secetary, who may or NAV
NOT be member of the board The of
nee or the secretary and treasurer NAV
ne hlled by one and the same person al
the discretion of the board
A FAILURE to elect directors on the date
ABOVE specified shall not dissolve the cor
poratlon. but the then existing board of
directors shall continue in Office until
heir successors are elected. Fifteen DAVIS
prior notice shall be given in the manner
1erelnabove provided. which notice shall
De full and complete notice to all stock
holders of such meeting.
Any director shall have the right to be
represented at any meeting of the board
" directors of this corporation. by an at |
orney holding said directors written
Proxy.
The majority of the members of said |
'oard of directors shall constitute a Quo
um for the transaction and management |
II all business of said corporation. They
nay make such bylaws, rules and regula- |
ions as they may think proper for the |
of the business and affairs of |
aid corporation, and change. alter and
mend same at pleasure; appoint and fix