The herald. [volume] (New Orleans, La.) 1905-1953, 1922-11-16
CHARTER.


the other stockholders, through the
Board of Directors, for purchase, TOT
a period of thirty days, in writing, AT
the price of said stock on the books
of the corporation, and during salu
period of thirty days the said stock
holders shall have the exclusive right
to accept or reject the purchase OF
said stock, as they may elect; ana In
the event said stockholders, through !
said Board shall fail to make said pur-
chase within the said period at the /
price offered under the conditions |
aforesaid, then and in that event the
stakeholder or stockholders desiring TO
dispose of his stock, may sell the same
to such other person or persons as he !
may see fit. All stock in this cor
poration. whether common or pre- |
ferred. issued or to be issued, shall be !
subject to the provisions of this
article.
ARTICLE VI.-The domicile OF this
corporation shall be in the City of
New Orleans, La, where all meetings
of the stockholders or directors must
be held: provided, that, with the writ,
ten consent of all the directors, valid
meetings of the directors may be held
outside of the State or within the
State elsewhere than at its domlcile.
Citation shall be served upon the Pres
ident, or. in his absence or diabillty,
upon the Secretary-Treasurer
ARTICLE VII. ALL the corporate
powers of this corporation shall be
vested in and exercised by a Board OF
Directors, four in number, all of whom
shall be stockholders, to be elected on
the second Monday in the month OF
January of each year, commencing with
the second Monday in January, 1923,
with the understanding that the first
Board of Directors selected by the
stockholders and named in this char
ter, as we'll as the first set of officers,
as hereinafter named, shall hold office
until the second Monday of January,
1923, or until their successors have
been elected and have qualified.
After the election of said Board of
Directors by the holders of the COM
mon stock, as herein provided, there
shall be elected by said directors, from
| their own number the officers of this
! corporation, which are as follows:
! President and a Secretary-Treasurer.
The first Board of Directors and the
officers of this corporation shall be the
! following, and which said Board OF
Directors and officers shall serve I'M
til the election to be held on the second
i Monday of January, 1928, or until their
successors are elected, chosen and
qualified. The address of said direc-
tors and officers are set opposite their
respective names; Eugene Freeman,
| President New Orleans; Mrs. Eugene
Freeman, New Orleans. La; William
Barlow, SecretaryTreasurer. New
| Orleans, La; Adolph II. Leibe, New
| Orleans, La.
| The Board of Directors shall have
| the right to fill all vacancies occur
ring in their number, whether resulting
| from death. resignation or otherwise.
| ARTICLE vIII-The annual meet
| ing of the stockholders of this cor
poration for the election of directors
shall be held on the second Monday In
| January of each year, commencing with
the second Monday, in January, 1923
until which time the officers and di'
rectors named in this charter shall con-
tinue in office, or until their successors
have been elected and qualified. The
election for said directors shall be by
ballot. and the majority in amount OF
common stock, voting, whether in per
son or by proxy, shall elect the persons
for whom they are cast. Each share
of stock voted upon to be counted fol
but one vote. Said stock shall not b'
entitled to cumulative voting.
The Board of Directors is further
authorized to frame and adopt sucl
bylaws, rules and regulations as tn
affairs and business of the compan!
may require and ii may deem neces
, sary for the conducting Nand manage
ment thereof. provided the same doe
not conflict with this charter and tn
, | laws of the State of Louisiana AM
those of the United States of America
: to name and appoint managers III
their compensation and terms OF EN-
|
point agents and employees as in 1t
discretion may seem fit and proper, a
, we'll as to fix the salaries and term
of employment of the officers, EN-
II ployees, clerks and assistants. TIL
:, Board of Directors is specially veste
with the power to acquire and pun
chase such property or business Q
good will, or all of these. from ind
viduals, firms or other corporations. a
said Board of Directors may deem ad
visable and proper, and at such pric
( and on such terms as they may deer
e best, and to pay therefor in the full
S paid common or preferred capital stoc
e of this corporation or otherwise. Thi
o power to purchase and acquire to b
exercised by said Board without tn
d necessity of referring to the share
} holders for authorization.
ARTICLE IX.-No stakeholder sha
: | ever be held liable or responsible fo
!, the contracts, faults or debts of thi
y corporation. nor shall any mere infol
g mality in its organization have til
n effect of rendering this charter null
. or of exposing it's shareholders to an
!. liability beyond the unpaid balance du
= on the stock owned by them.
81 ARTICLE X-The names and pos
d office addresses of the subscribers
: these articles of incorporation and III
II number of shares of stock subscribed b
IS each, are as follows: Eugene Freeman
n New Orleans, La, 80 shares commo
| GOV Eustnc Tc'
e man, New Orleans, La. 1 share con
Re mon stock; William I. Barlow, Ne
Orleans, La. 80 shares common stool
S. Adolph II. Leibe, New Orleans. La,
n share common stock.
&c ARTICLE XI. All stakeholder
~ meetings for the election of director
as above stated. shall be held aft
:, fifteen days written notice mailed
:. each stakeholder. Other stakeholder
~ meetings may be held when ordered
-, ~ the Board of Directors or when T
=, Quested by at least twenty-five y
- cent Of the outstanding common stoc
~ "a Notice of all stockholders meetln
~ ~ other than adjourned meetings, shs
~ ~ be given in the manner prescribed (
a. stockholders meetings for the electi
-, of directors, unless such notice
- waived by unanimous consent.
n ARTICLE xII-This charter m
ut be amended, altered or changed at
r special meeting of the common stoc
ne holders, called for that purpose mott
ny of which is to be given in accordan
Il with the provisions of this charter
al the vote of two-thirds of all the col
X. mon stock.
er ARTICLE XIII. This corporate
ed thirds OF all it's outstanding comm
or stock, and upon complying with I
of requirements of Section 20 of Act z
tie of the Louisiana Legislature of 10
r. and In the event Of such dissoluti,
ed liquidators shall be named and
o. pointed with all the necessary pows
Dis and authority, all in the manner a
he as provided in said legislative act.
ID, uL.,. sz,n ,nd oasead In x,u oFf