The herald., 1922-04-13
CHARTER

q
ARTICLE V. Excep,
herein provided, all the as Other.
corporation shall be vested sOSSers Of
cised by Board Of not ia.nu and a.
or more than seven dirao,ss thah ~
whom shall own in his own si eaa
one % full-paid and unpIada sa At ~
the capital stock. The 6rs, shan
directors shall consist of tb,e. Boat
and SAID Board shall have thes difete,
the hrst year Of the corporal. poss i
y! una n s"'L L.i vote, to increase nsae
exceeding seven and to Mi lumber y
thus created. Thereafter tba 'ue ne,nc.
at the annual meeting each rsOekAuhs
election Of directors shall dsr fOf a
number of directors for the agnate q
The said Board of Direc,osulng il, |
elected annually, by ballot. n, :, shal !
meeting of the corporation 70 ne tlns
the last Wednesday in JanU..Ue he'd
year, after notice given 70 ~! IN al
holder, by mail, addressed IN M SOD
last known postOffice address Nus o h
ten (lO) DAYS before the ds,a ag
meeting. The Board CT Dirsc,'da u
their first meeting following sseSn
| election, shall elect from ,haan an,a
President, one or more yics, d nunS-
and also tbut not necessarily sideia
number) Secretary Treasurs, nOn hs
| other officers as they NAV d and %
sary. The Board shall have nes !
its discretion, to unite two pVNet
offices and to confer the ssms no
person, or to dispense with sp0a h
All officers and directors shan hn,, G1e .
until thelr successors are elects va !
quaiihed; and failure to elect sIs.e /
on the GATE specified herein shall NJ, ~
solve the corporation, nor dison.s nv u
directors or officers, but dirao.ly D
| officers then in office shall .s "
| office until their successors a., ,e~sa b
or qualified. Three directors eeaz
stftute quorum, unless the poaal o.
consist of three, in which sS. u
directors shall constitute a ono,.A ~
| any meeting of the Board ~ nm
any absent director may be ran,aa
by any other director, who NAV ..
vote of said absent director acco,slNs
the written instructions, whether rss.
or special OF said absent director 81
meetings OF the Board may be e,I.sS y
the President, or upon demand ~
two directors must be so called ~
meetings the business of the Corn. va
may be transacted. P'r'ua
The directors are authorized N ~
and establish, as well as alter and - -
all bylaws, rules and regulation. -.
sary and proper for the support ana -
agement of the business and sTs,,. !,
the corporation not inconsistent win =
| charter; to direct and determine N. ~
| and disposition of. any surplus 4,
profits over and above the cspit,l Sc
paid in; to issue and deliver notes h.sa
or other obligations Of the said cor v..s
in payment for money, labor or ss,,ss
| or property or rights actually aea,,,s
and received by the corporation, On M
terms as the directors may think p,....
| and generally to do all such thing, |,
may be necessary or convenient and ur.
er to carry out the purpose for VIVA
this corporation Is organized, snd 10 a.
| ercise its corporate powers; proyasi
the President shall have authority. viA
| out referring, to the directors IA ~
lease, assign, transfer, convey, epcurs,
or otherwise dispose Of and deliver ,T =
the property of the corporation, ma,
| such terms and conditions and for M
| considerations. whether in cash. bssA
notes, obligations, stock in other con-
panies, or other property, as In bis dt
erection he may deem advisable; to bu.
row money, to execute mortgages, lam,
notes, pledges, bonds or other obRu.
tiOns, in such amounts and on such tern,
as in his judgment may be deemed n
vantageOus. Vacancies occurring in IN
Board of Directors may be filed for D,
| remaining term Of the Board By the n
naming directors or director, whether !
quorum remain or not. Special me-,
by the BoaO at any time, and shall n
called at thl instance of the sharehOIdsp
holding twenty-five per cent rs per cent
Of the stock of the corporation; and Il
all such meetings notice shall be gisn
in the mariner provided as to sniui
meeting; provided, that In all cases d
notices may be waived. A quorum 4
any meeting Of the stockholders shall
consist of majority of the voting Itoci
Of the corporation, represented In perm
or by proxy. A majority Of such auoun
shall decide any question that may cone
before the meeting. Until the next o.
ton of directors, to be held under IN
charter on the last Wednesday In jan
airy, 1923, or until their duly quaHfs
| successors are elected and installed, N
Board of Directors shall be composed Il
Leo Fellman, postoffice address 3l5 b
| rome street, New Orleans. La; Celil
Fellman Elias, postoffice address " 81
street, New York, N. Y; Laurel III
man, postoffice address 3l5 Barols
street, New Orleans, La, and such eAs
members as may be provided for IN
elected by the Board under the iboH
authorization, with the said Leo Felnil
as President and said Laurel Fellmh
| Vice President.
| ARTICLE vi. Whenever this corpou
ton is dissolved. either By Limitation
| time or by determination OF the Nce'
holders, its affairs shall be lquidiis
under the supervision Of three ~ ne1
dators to be appointed for that puipo.
at a general meeting of the stockhoice
convened after at least fifteen tl5) dpl
notice, which shall be sent by man
all OF the stockholders, at their y
known postoffice address, or II no %,
postoffice address is known, to the "
eral Delivery at New Orleans, ard y.
likewise be published for ten consecun'
days in one daily newspaper puons''
in the city Of New Orleans. In case
death, resignation or inability TO aeI
one of the iquidators, the vacancy va
be filled by the remaining hquidaIon
The said liquidators shall remain
office until the affairs Of the corpcfau,
shall have been fully settled and he.
dated, and shall have full power =,
authority to transfer and give que
all assets and property OF the eo.y s
ton, by public or private SALE anu
distribute the proceeds. $3.50,
ARTICLE VII. This act OF ineolvS.'
ton may be modified, changed, ik',
or amended, or said corporation ma
dissolved with the assent OF Wom .,.
(2-3) of the entire outstanding ~ ~,
stock. at a general meeting OF tne ~" -,
holders convened for that purposs ~
previous notice shall have been p,. ~
the same manner as provided IL AZ -
vi for notices of meetings for inc
ton of liquidators. Any increase
crease in the capital stock which m1
proposed or made shall be mace
cordauce with the laws OF the oes n
Louisiana, on the subject OF alterns .s
amount OF capital stock OF corp corps. J,
No stakeholder shall be held iape ~ I
sponsfble for the contracts or Iss, a,
said corporation in any further ssm
the unpaid balance due on the sns n
stock owned by him. nor shan a.. -
informally In organization have tM .,os
OF rendering this charter null or
ing any subscriber to any nspli~
yond the amount due on his stoes A,
ARTICLE VIII. This corporauoss. 80
commence business operations ~ ~
one-half 1-2) Of its authorizes - +
stock shall have been subscrioea ,s'' =