The herald., 1922-06-15
CHARTER.


ercised by the board of directors of this
corporation. The power here granted shall
include the right to sell the corporation
TO merge the same with any other cor
poratiOn. to fix the price of such sale OIL
the terms of such merger, and to receive
in payment or satisfaction thereon
moneys, shares of stock, or obligations OF
the purchaser or merging corporation a'
in the judgment of the board of directors
shall be determined. Any action taken 10y
the board regarding the sale or merger oil
this corporation shall be determined by
the number of shares voting and not by
the number of directors, and 1t shall not
he adopted unless fOur-fifthS of the whole
stock of the corporation have Deen voted
through said directors in the affirmative
Any member of the board of directors
may be represented at Il meeting by 3
written proxy to stakeholder Of the cor
poratiOn.
The board of directors shall be com
posed of not less than three and not
more than five stockholders. As shall be
determined by the first board of directors
The power to increase its membership
here expressly conferred upon the first
board of directors having been exercised
by il. shall not hereafter be used and any
further change in this provision shall be
of directors shall be composed of the fol
lowing subscribers to this charter:
Charles 4. COwleS, New Orleans, Louis
lana: C. L. JudkinS, New Orleans, Louisi-
Louisiana, who shall respectively hold
the office of president, vice-president and
secretary treasurer. and shall continue in
said offices until their successors are
elected and qualified.
The board of directors may separate the
Office of secretary treasurer. and fill
either of said trusts by person not Il
stakeholder. Ii may provide. also, for adj
ditinnal vice presidents and fill the said
positions. The board of directors and the
officers of this corporation shall be :tock
holders unless otherwise provided herein.
meeting of the stockholders of the
corporation shall he held on the fourth
Wednesday in July of each year for the
election of the board of directors and for
such other business as may come before
ii. Special meetings Of stockholders may
be held at any time by order of the preSi
dent. the board of directors of of any
stakeholder. Written notice of the annual
meeting shall be given by the secretary at
least fifteen days prior TO the date here
or. addressed and mailed to the last re-
glStercd address of the stockholders. and
the current city directory; and two days
notice shall be sufficient for all special
meetings of such stockholders.
Each board. after its election. shall,
from its number. choose the
officers of this corporation, except. If the
board has separated the office of secre-
tary- treasurer. one of said Offices may be
hlled by person not a stakeholder or
director.
Elections shall be by ballot unless
waived by unanimous consent and TWO
commissioners shall be appointed by the
board of directors to supervise the said
election At all meetings of the stock
holders the vote shall be viva vOce. but
any stakeholder may require a vote to be
by ballot.
At all meetings. each stakeholder shall
be entitled to one vote for each share
standing In his name on the books of the
corporation at the date of the meeting,
and such vote may be cast in person or
by proxy, and such proxy may be letter
or telegram signed by the stakeholder
granting the same. 4 majority of the
votes cast shall elect or decide all ques-
tons before the meeting.
Failure TO hold elections or TO elect n
board of directors shall not affect or dis
solve the corporation, nor impair its man.
igement in any respect, and the dir
'ctors then in office shall continue to hold
md qualified.
Vacancies on the board of directors
lowsoever caused, shall be filled by the
BOARD for the remainder of the term even
hongn II Is by less than quorum.
ARTICLE VI-This charter may be
lmended, altered or modified or the cor
'oration dissolved. and the capital NAV be
increased or decreased at a meeting OF
he stockholders duly called therefor. all !
Is provided by the laws of the State of |
louisiana now or hereafter to be enacted. /
In case of liquidation of this corpora /
ion. II shall be hquidated by two com |
nissioners to be chosen by the stock |
folders
ARTICLE Vino stakeholder shall
yer be held liable for the contracts or |
aults or the corporation in any further |
um than the unpaid balance due the cor /
,oration on the stock owned by him. nor !
man any mere infOrmalty in its organi- I
alton have the effect of rendering this /
harter null or of exposing the stock |
oIders TO any liability beyond the amount /
ne and unpaid on his stock.
ARTICLE VIII-Wherever notice is
equired by law or by this charter. the
anne may be waived by unanimous con-
ent of the board of directors or the
tockholders, as the case may be, and
uch waiver shall be entered on the min
ties of the meeting to which IL APPLIES
ARTICLE IX-The subscribers 70 this
harter have written opposite their re-
pectlve names the amount of stock in
MS corporation subscribed by them so
nat ms charter may serve as the Origi-
al subscription list of the corporation.
nd they have stated their post office
ddresses. as required by law
Ihus done and passed in my office on
ne day and date first above written in
ne presence of the undersigned witnesses
tuii age residents of New Orleans. La,
mo have hereunto signed their names
,lth the said appearers and me. notary.
fter due reading of the whole.
,'nesSes' VI ~ Il. randall, ~ f. NJ. |
ORIGINAL SIGNED):
Chas. G. COwles, New Orleans. La 700
mares, $4,000; c. p. Judkins. New Or
ans. La, 800 shares, $4,000: J. Henry
1000.
(Sealy: Notarv PnhI;o
l. the undersigned, Recorder of Mort.
ages, in and for the Parish of Orleans
tate of Louisiana, do hereby certify that
ne above and foregoing Act of Incorpora-
on OF the kohlmann Bros. & Sugarman
nc, was this day recorded in my office
Book 1868 folio 375.
New Orleans, May Both, 1922.
'Slgned): ROBT SCOTT,
Deputy Recorder.
L. the undersigned notary public here
'rtlfy that the above and foregoing is
true and correct copy of the charter
hohlmann Bros. & Sugarman Inc. of
Goa In my current notaEial records. to-
ether with the signatures of the subscri-
ers thereto and the certificate of the
ecHrder of Mortgages tLereunto ap-
In faith whereof. I here sign nv name
1d afix my seal of office this list day
June. 1922.
SCOTT f. BEER
,oeaI' Notary Public.
HARTER OF THE REALTY DEVELOP