The herald., 1922-05-04
CHARTER

Wednesday OF March OF edch year Dy
written notice to that effect, sent az
least ten days prior to the date to which
the said annual meeting shall be changed,
directed by mail TO each stockholder, AT
his last known place of residence.
Each stockhoIder shall at such meet
ing or other meeting, general or special,
be entitled in person or by written or
telegraphic proxy to one vote Tor eacl
share of stock owned by him. The elec-
ton shall be held under such rules and
regulations as may be from time 10 time
determined by the Board of Directors.
The directors, when elected, shall hold
office for one year, or until their sue
cpssors shall have been elected and quail
ifed and failure TO hold the annual
meeting of stockholders or to elect an
nually directors shall not operate the
forfeiture of this charter or any rights
hereunder.
Any vacancy occurring in the Board
of Directors may be filled by a majority
vote of the stockholders, at special
meeting called for that purpose, which
meeting shall be Immediately called
should a majority of the stockholders so
request. The power TO I'LL vacancies may
from time to time be vested IN the Board
by the stockholders at any annual or
special meeting.
The directors. if authorized by vote
Of two-thirds of the outstanding shares
of the corporation, given at an annual
or special meeting OF the stockholders,
shall have power and authority TO sell,
lease or exchange the entire property
and assets of the corporation, including
its goodwill and rights, to any corpor-
alton, firm or person, under the laws of
this or any other state, or TO transfer
any of such properties, or any part there
of. for the purpose of enectlng consOh-
datiOn or merger, or TO sell any part or
the assets of this corporation, or all of
them. and to accept in connection witt
any such sale, any such merger, or
any reorganization, as aforesaid, cash
bonds notes or stock of the purchaser,
or of the merging or reorganizing com
pany, or of any new corporation; or
such power can be vested generally in
the Board OF Directors, without neces-
sity thereafter of the vote of the stock
holders. by a vote of two-thirds OF the
outstanding stock, at a regular or special
meeting called for that purpose.
The Board Of Directors shall have
power. without vote of the stockholders,
TO make, alter and amend bylaws; to
issue and deliver full paid shares of
stock or bonds for stock in other cor
pOrations, or other property; to make
and issue and secure by mortgage, pledge
or otherwise all obligations and evi-
dences of Indebtedness of the corpora
ton, and generally, unless expressly lin
tied by the charter, to do any and all
things in the advancement of the busi-
ness and affairs of the corporation.
The Board of Directors shall elect
from their number a President, Vice
President, and Secretary and Treasurer,
or may separate these two latter offices.
Failure to hold annual meeting or to
elect directors at a meeting, or at any
subsequent date to which it was ad-
jOurned, shall not dissolve the corpora
tion, but the board and officers shall
continue to hold their positions until
their successors are elected.
ARTICLE VIII. Whenever a notice
required by law or by this charter I"
be given, the same may be given in PEI
son, or at the address recorded with the
Secretary, or at the last known address
of the person concerned. Twenty-four
hours notice will be sufficient for all
purposes, unless otherwise provided by
law, or otherwise specifically provided
by this charter. Any and all notices re-
quired may be waived by written or
telegraphic consent of the stOckholder or
director.
ARTICLE TX. This charter and act
of incorporation may be changed, mod
flied, altered amended with the assent
of the majority Of the stockholders. and
the corporation may be dissolved by a
O-thirds vote of the outstanding stock
at a meeting of the stockholders con-
vened for that purpose, after notice as
provided in this charter or as provided
by law.
ARTICLE Y. Upon the termination of
the charter or the dissolution OF the cor
poration its affairs shall be liquidated
by three commissioners elected or ap
pointed in the manner provided by the
law of Louisiana now or hereafter in
force. In the event of the death, resig-
nation or removal of any of said COM
missiOners the survivors or survivor
shall continue to act, with all the powers
and authority of the full body; said
commissioners shall be vested with power
and authority to do all things necessary
or permissible under the powers con-
ferred on them by their appointment, or
under the law, to wind up the business
of the corporation; to sell and convey
its property at private or public sale;
to reduce its assets to money and dis
tribute same among the stockholders,
and to liquidate the corporation.
ARTICLE Nj. No stockhOlder shall be
held liable or responsible for the con-
tracts or faults of this corporation in
any further sum than the unpaid bal
ance due to this corporation on the shares
owned by him, nor shall any informality
in organization have the effect of rem
dering this charter null or of exposing
the stockholders to any liability beyond
such unpaid balance.
ARTICLE Mi. The subscribers hereto
nave written opposite their names the
number of shares subscribed to by each
one of them, and their pOstoffce ad-
dress, so that this charter may serve as
tions are payable in the manner and form
set out herein and as provided for in
Act 261 of the General Assembly of the
State of Louisiana of 1914.
Thus done and passed at my office, in
the City of New Orleans, Louisiana, on
the day, month and year herein first
above written, in the presence of Morris
Ii. Redmann and Herman l.. Barnett
competent witnesses, who have hereunto
signed their names, together with the
said appearers and me, Notary, after
reading of the whole.
Original signed)
Witnesses:
NORRIS B. REDMANN.
HERMAN l.. BARNETT.
(SeaD WILLIAM J. GUSTE,
Notary Public.
/ hereby certify the above and fore
going to be a true and correct copy of
original act of incorporation on file in
my notarial records.
WILLIAM J. GUSTE.
Notary Public.
Recorded in PariAh of Orleans Mort
gage Office. book 1868, folio Isl.
Apr 6-May IL
CHARTER OF
WALKER 4 BEANE. INC.