The herald., 1922-08-10
CHARTER.

A
| or appropriate to the accomplishment
of any of said purposes or germane
| thereto.
| lied capital stock of this corporation
is hereby fixed at the sum OF one
Million Dollars (Sl,0O0, 100000, divided
into and represented by ten thousand
100000 shares of the par value OF
one Hundred Dollars t$lOO.O0) per
share. The amount of said stock may
be increased to Five Million Dollars
ARTICLE V. No transfer of stock
shall be binding upon the corporation
| unless and until made and recorded
upon its books. The corporation shall
| have the right to refuse to transfer
any stock so long as the shareholder
demanding the transfer is in any way
! indebted to the corporation, and the
| corporation shall have a lien, pledge
and privilege on each share of stock
| to secure any indebtedness due by the
| shareholder to the corporation.
ARTICLE VI. All the powers OF TINS
| corporation shall be vested in a Board
composed of not less than three nor
more than seven directors. The pre-
! else number of directors within said
limits shall he fixed by the Stockhold-
| ers at the annual meeting, or at a
| special meeting called for that pur-
pose; provided that in the interval be-
| tween stockholders meetings the Board
| itself may elect additional directors
| within the maximum limit above pro-
| vided, if the stockholders shall not
| have elected the same. y majority of
| the Board shall constitute quorum.
| Said Board of Dire ctors shall be elected
annually at the stockholders meeting
| TO be held annually at the office OF
the corporation on the second Monday
| in May of each year, after notice given
| to each stakeholder by mail at least
| fifteen days before the date of the
| meeting. addressed to the last desig-
! mated address of the stakeholder; or,
if he has designated no address, TO the
| General Delivery at New Orleans.
| Special meetings OF the stockholders
! may be called by the Board of Direc
| tors or by the President or Vice Presi
dent at any time and notice thereof
shall he given IN the manper provided
! for annual meetings; provided that i'll
all cases all notice may be waived by
unanimous consent. Each shareholder
| shall be entitled to one vote for each
share OF stock standing in his name
on the books of the corporation, said
vote to be cast 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 the Corporation but the Directors
then in office shall remain in office
until their successors are elected and
qualify. The Board of Directors shall
| have power to fill all vacancies which
may occur or in any manner arise or
be created on the Board, even though
no quorum remain at the time such
vacancies are to be filled. The Board
shall elect from its a number a PreSi-
dent, a Vice-President and shall also
elect Secretary and Treasurer who
| may be the same individual and need
not be members of the Board or stock
holders; and the Board is expressly
authorized from time to time to dis
pense with any of said officers and
or combine and /or separate any of
them, and 7 or elect any other such
officers as the Board may think proper
or convenient to the carrying on of the
company's business, and to provide
that said officers need not be MEM
l..ar- &c h. IlsNu. CT -ln1 nd
the Board shall fix the salaries of the
officers agents and employees. At
any meeting of the Board of Directors,
any Director absent from the meeting
rector who may cast the vote of the
absent director according to the writ
ten instructionA either general or
special. of said absent Director. The
Board of Directors shall have authority
to make and establish, as well as alter
and amend, all bylaws, rules and regu-
latiOns necessary and proper for the
support and management of the bust
ness and affairs of this corporation
and not Inconsistent with this charter;
and they shall have power to authorize
the borrowing of money and the iSSu-
ance of notes and the execution of
pledges and mortgages, and generally
to do all things necessary or convenient
for the proper carrying on of the BUSH
ness of the corporation.
Until a general meeting of the stock
holders for election of Directors to be
held in 1928. or until their duly quail
fled successors are elected and in
stalled. the Board of Directors shall
be composed of the following: H.
Jeppesen. II. A. Naman and J. w.
all of whom in United Cotton Build
ing, New Orleans, Louisiana. Pending
the general meeting of stockholders
in 1928, these Directors may elect
other Directors up to total of Five
60.
ARTICLE VII. This act of incor-
pOration may be changed. modified or
amended. or the corporation dissolved
by a vote of two-thirdS of the entire
capital stock present or represented at
a general meeting of the stockholders
convened for such purpose, after pre-
vious notice shall have been given in
the manner above required, to be given
of the annual meeting of the corpor-
alton.
ARTICLE VIII. If this corporation
shall be dissolved, either by liquidation
or from any other cause. its affairs
shall be liquidated by three commits
sioners to be appointed at the meet
purpose of liquidation, and to be elect
ed by the majority vote of all the
stockholders voting upon a parity Said
liquidators shall remain in office until
the affairs of the corporation shall
have been fully settled and liquidated,
and they shall have full power and
authority to transfer and give title to
all the property and assets of the cor
poratiOn and to distribute the proceeds.
In case of death, disability or resig-
nation of one liquidator. the vacancy
shall be filled by the survivor.
ARTICLE TX. No stakeholder shall
be held liable or responsible for the
contracts or faults of said corporation
in any further sum than the unpaid
balance due on the shares of stock
owned by him, nor shall any mere
informality in organization have the
effect of rendering this charter null
or of exposing any stakeholder to any
liability beyond the unpaid balance due
on his stock.
In order that this charter may serve
as the original subscription list, the
subscribers hereto have indicated oppo-
site their respective signatures the
number OF shares of stock subscribed
for by each of them.
There is annexed hereto to be read
in connection herewith an accurate de-
tailed and itemiZed description of GER
tain property conveyed to this corpor-
alton for payment of subscriptions to
It's capital stock, together with a state
ment OF the value thereof, as appraised
by the directors.
Thus done and passed at my notarial
office in the city of New Orleans
state of Louisiana, on the day, month
and year first hereinabove written in
Louis Bethancourt, competent witnesses
who have hereunto subscribed their
names, together with me, Notary, and
the said appearers. after due reading
of the whole.
Original signed)
Witnesses: Monte NJ. Lemann, l..
BethancOurt