The herald. [volume] (New Orleans, La.) 1905-1953, 1922-01-19
CHARTER.
nnt the objects and purposes of said cor

out the objects and purposes of said cor
pOratiCn.
ARTICLE IL. All citations or other
legal processes shall be served upon the
President of said corporation, and in case
of his absence. upon a Nice-President. and
in case of the absence of the President
and all Vice Presidents, upon the Secre'
tary.
ARTICLE Ill The objects and pur.
poses Tor which this corporation Is estab-
lished. and the nature of the business To
be carried on by it, are hereby declared
and specified to be: To buy, sell. deal
in lease. hold, develop or improve real
estate of all sorts; to construct aud maiI'-
tain offices. flats, houses, factories ware
houses, shops. buildings. works ana con
yeuienceS of all kinds; to acquire, hold
and deal in personal property OF every
character. including stocks, bonds Obl'
cations and securities of other corpora
tions, as well of individuals and part
nerships; TO exchange its entire caplIai
stock or any part thereof for property
which il is authorized to acquire or ~
exchange its entire assets and business,
or any part thereof, for property. stocks.
bonds or other obligations of other com
panies; and especially to acquire ali or
any portion of or interest in the real
estate. stocks, bonds and obligations.
cash. rents accounts receivable, bills re
Crivable. claims, profits, suits. rights or
other property OF any and every char
acter descending from the SUGGESTIONS "a
Anna Fellman thorn Dreyfous) or Der
nard Fellman. and to do and transact all
business properly connected with, Incl
dental or convenient TO any of the said
objects and purposes.
ARTICLE ". The capital stock OF
thiS corporation is hereby fixed at Three
Hundred Thousand Dollars tS3OOOOO.OOy.
to be divided into and represented by
three thousand az tNHll shares nf ear
value of One Hundred Dollars (SlUO.UU)
each, which shall be paid for in cash,
or may be issued for property actually
received by the corporation at its fair
value. The Board of Directors herein
after created is specially authorized and
empowered to issue all or any of said
stock in exchange for all or any portion
of or interest in the property descending
from the succession of Anna FeIlman
(bOrn Dreyfous) or Bernard FeIIman,
upon such basis or at such appraisement
as in the judgment of the said directors
may be proper. The capital stock of this
corporation may be increased to the sum
of Six Million Dollars 5000 600 OO) No
transfer of stock shall be binding upon
the corporation unless made and record
ed upon its books. No stakeholder shall
have right to transfer or convey any
OF his or her stock in the corporation
unless and until he or she shall have
first made a written offer to the other
then stockholders of the corporation, and
to the corporation itself, to sell his or
her stock to them, at the same price as
that at which he or she may have re-
ceived bona fide offer therefor. Such
written offer shall be addressed to the
other then stockholders. and to the cor
pOration itself. collectively, and shall be
delivered to the office of the corporation
not less than ten (l0) days prior to the
application for transfer of the stock. The
corporation shall transmit this offer to
the respective then stockholders, and the
stock of the stakeholder desiring to sell
shall be distributed pro rata among such
of the other stockholders as desire TO
purchase, in the proportions in which the
holdings Of the stockholders DESTROYS OF
purchasing bear to each other; provided.
that the other stockholders desiring To
buy shall not be required to take all OF
the stock of the stakeholder desiring to
sell, but shall have the option TO take
any part of it, at the price at which a
bona tide offer may have been received
by the stakeholder desiring to sell. for
the whole amount offered; and if the
total which the other stockholders desire
to purchase is less than the total offered
for sale. then, after each of the other
stockholders shall have taken and paid
for the amount of stock which he or she
desires to buy, the remainder untaken
shall be open for purchase by the cor
poratiOn itself; and unless prohibited by
law. the corporation may itself use and
apply its surplus earnings or accumu-
lated profits to the purchase, from any
stakeholder desiring To sell, of any pOr-
ton of that stockholders stock which
none of the other stockholders may de-
sire to acquire, at the same price as said
stock shall have been offered to the other
stockholders; provided, that the cOrpOr-
alton shall not apply any of its capital
to the purchase of such stock. The cor
pOration shall have the right to Gefuse
TO transfer any stock so long as the
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 thu
to the corporation. Should
any of the stock offered for sale be not
desired by any of the other stockholders.
and should the corporation itself be I'M
willing or unable TO purchase any of the
same out of its surplus earnings within
ten tlO) days from the receipt at the
corporations office of the written offer
to sell, then, and only then. shall the
desiring to sell be entitled to
transfer such undesired portion of the
stock to such person or persons as he
may see fit, for not less than the price
at which he or she has offered the stock
TO the other then stockholders and to the
corporation. The provisions of this
article shall be printed upon the face OF
each certificate issued by the corpora
ton, and shall be binding upon every
person now or hereafter becoming
stoChnOiutr IN THIS corporation, all OF
whom take such stock subject to the pro
visions hereof, and all pledges, hypothe-
cations or other encumbrances of said
stock, shall be subject hereto.
ARTICLE V. Except as otherwise
herein provided, all the powers of this
corporation shall be vested in and exer-
Used by Board of not less than three
Dr. more than seven directors, each OF
whom shall own in his own right at least
Ine (D full-paid and unpledged share OF
me capital stock. The first Board O.
directors shall consist of three directors.
ma said Board shall have the power for
he first year of the corporate existence,
)y unanimous vote, to increase the num-
Der OF directors to any number not
exceeding seven and to fill the vacancies
nus created. Thereafter the stockholders
u the annual meeting each year for the
election Of directors shall designate the
lumber OF directors for the ensuing year.
The said Board of Directors shall DO
elected annually, by ballot, at the annual
Meeting of the corporation to be held on
he last Wednesday in January in each
'ear, after notice given to each stock
Iolder, by mail. addressed to his or her
asst known pOstoffice address, at least
en- (l0) days before the date of the
Meeting. The Board of Directors. at
heir first meeting following each annual
election ahQll ole