The herald. [volume] (New Orleans, La.) 1905-1953, 1922-06-29
CHARTER.

itself. collectively, and shall be delivered
TO the office of the corporation not less
than ten days prior to the application Tor
transfer of the stock. The corporation
shall transmit this offer TO the respective
then stockholders and the stock of the
stockholders desiring to sell shall be as
tributed pro rata among such OF the
other stockholders as desire to purchase,
in the proportion in which the holdings or
the stockholders DESTROYS of purchasing
bear to each other: and If the total whlch
such other stockholders desire 10 purchase
is less than the total offered for sale, then
after each of the other stockholders shall
nave taken and paid for the amount OF
stock which he or she desires To buy ana
to which he or she is entitled. then the re-
mainder untaken shall be open for pur-
chase by the corporation itself: and I'M
less prohibited by law, the corporation
may itself use and apply its surplus earn
ings or accumulated profits to the pur-
chase from any stakeholder desiring To
sell Of any portion of that stakeholder 5
stock which none of the other stock
holders may desire to acquire, at the book
value thereof; provided, that the corpora
ton shall not apply any OF Its capital 10
the purchase of such stock but shall al
ways maintain its capital unimpaired
The corporation. shall have the right to
refuse to transfer any stock so long as the
shareholder demanding the transfer Is i'll
any way indebted to the corporation. ana
the corporation shall have lien. pledge
and privilege on each share of stock 10
secure any indebtedness due by the share
holder to the corporation. Should any OF
the stock offered for sale be not desired
by the other stockholders, and should the
corporation itself be unwilling or unable
to purchase any of the same out OF the
surplus earnings, within ten days from
the receipt at the corporations Office OF
the written offer to sell, then. and then
only shall the stakeholder desiring to sell
he entitled to transfer such undesired pOr-
ton of the stock to such person or per-
sons, and at such price as he or she may
see fit. Notice of the provisions of this
article shall be printed upon each certifi-
cate of stock issued by the corporation
and shall be binding upon every person
now, or hereafter becoming, stock
holder in this corporation, all OF whom
agree to the provisions hereof and take
such stock subject thereto: and all pledges.
hypOthecatiOns or other membranes of
said stock, or dealings with regard there
to. shall be subject to the provisions here
of.
ARTICLE Wall the powers of this
corporation shall be vested in a board com
posed of not less than three nor not more
than five directors. The precise number
of directors within said limits shall he
nNed by the stockholders at the annual
meeting, or at special meeting called
for that purpose, provided that in the in
terval between stockholders meetings the
board itself may elect additional direc-
tors within the maximum limit above
DTONluttl. III the SlDChHOiutTS SndlI uOt
have elected the same. \ majority of the
board shall constitute a quorum. Said
board of directors shall be elected an
nually at the stockholders meeting to be
held annually at the office of the corpora
ton on the third Tuesday i'll June of each
year Tor on the next legal day if that be
holiday after notice given TO each
stakeholder by mail at least fifteen days
before the date of the meeting, addressed
to the last designated address of the stock
hnldar n II no has dasiUnDtad N add rpS
to the General Delivery at New Orleans
Special meetings of the stockholders may
be called by the board at any time and
notice thereof shall be given in the man
ner provided for annual meetings; pro
vided that In 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 Il
majority of the votes cast shall elect
Failure to elect directors on the day above
specified shall not dissolve the corpora
ton but the directors then in Office shall
remain in office until their successors are
elected. The board of directors shall have
power to fill all vacancies which may Oc-
cur or in any manner arise or be created
on the board, even though no quorum re-
main at the time such vacancies are to be
filled. The board shall elect from their
number a president and one or more vice
presidents. The board shall also elect d
secretary and treasurer, either OF whom
may be the same individual as the presi
dent or ce-president or need not be
members of the board or stockholders
and the board is expressly authorized
from time to time to dispense with any OF
said officers and Tor combine and /Or sepa
rate any of them, and /or elect any Other
such officers as the board may thinl
proper or convenient to the carrying OF
of the cOmpany's business, and to provide
that said officers need not be member;
hn I'd nr az hnl6aFS
board shall fix the salaries of the Off
GERS, agents and employees. At any meet
ing of the board of directors, any direc
tor absent from the meeting may be re
presented by any other director who may
cast the vote of the absent director ac
cording to the written instructions, eithe
general or special, of said absent director
The board of directors shall have author
ity to make and establish as we'll as alte
and amend, all bylaws, rules and regula
lions necessary and proper for the sup
port and management of the business ant
affairs of this corporation and not incon
sistent with this charter; and they shall
have power to authorize the borrowing o
money and the issuance of notes and tn
execution of pledges and mortgages, ant
generally to do all things necessary o.
convenient for the proper carrying on o
the business of the corporation.
Until a general meeting of the stock
holders for election of directors to be helt
in 1923. or until their duly qualified sue
cessors are elected and installed. the bOarC
of directors shall be composed of the fol
lowing: John n. Stewart, $50 Union street
New Orleans, La; Andrew Stewart. S3
Union street. New Orleans, La; william
p. Stewart, S36 Union street. New Orleans
La. OF the foregoing directors John n
Stewart. shall be president; Andrew Stew
art. vice-president and treasurer and VIII
liam p. Stewart, secretary.
ARTICLE VII-This act of incorporation
may be changed, modified or amended, o.
the corporation dissolved by a vote o
twO-thirds of the entire capital stool
present or represented at n general meet
ing of the stockholders convened for sucl
purpose. after previous notice shall hav
been given in the manner above provided
to be given of the annual meeting of tn
corporation.
ARTICLE Wilt this corporation shall
he dissolved, either by limitation or from
dated by three commissioners to be ap
pointed at the meeting of stakeholder
convened for the purpose Of liquidation
and to be elected by the vote of all tn
stockholders voting upon parity. Sai'
liquidators shall remain in office unit
the affairs Of the corporation shall hav,
been fully settled and liquidated. and the,
shall have full power and authority T.
transfer and give title to all the propert,
and assets Of the corporation and to dis
tribute the proceeds. In case of death
disability or resignation of one liquida
tor, the vacancy shall be filled by the sur
vivor.
ARTICLE IX-No stakeholder shall
ever be held liable or responsible for tn
contracts or faults of said corporation IL
any further sum than the unpaid balanc
due on the shares of stock owned by him
nor shall any mere informality in organi
cation have the effect of rendering thi
charter