The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-20
CHARTER.

mailing such notices to each stock
holder entitled thereto, to his last !
known address, or if no such address is
known, then to the General Delivery. |
New Orleans, La, at least fifteen days
prior to the date of such meeting Jun !
less shorter time is herein otherwise
such notice., or by publication at least |
three times during the fifteen days next
preceding such meeting, in daily |
newspaper published at the city of New |
Orleans. At such meeting each holder |
OF common stock shall be entitled to one |
vote for each share of common stock !
standing In his name on the books of
the corporation, for the election of direc
tors or other purposes. Said vote may
be cast in person or by written or tele-
graphic proxy, and the majority Of the
Directors shall have power to fill all
vacancies that may occur in the Board
providcl: however. that upon the re-
quest of the holders of ten per cent
(1OG1) of the outstanding common stock
special meeting may be called, and
shall upon request of the holders of
twenty five per. cent t2ofc) of such
stock be called for the purpose of filling
the vacancy thus created, whether the
same has been temporarily filled by the
Board of Directors or not. and at such
meeting such vacancy may lie filed 10y
| the vote of holders Of common stock
and the director elected by the board t.
MI such vacancy shall thereupon ipSo
factO cease TO be director of the cor
| special meeting shall fill the vacancy
! thus created Failure to elect the dircc-
tors at the time and in the. manner pro
vided herein shall not dissolve this cor
! poration. but the directors then in
office shall remain in office until their
! successors are elected and qualified.
ARTICLE VI The Board of Direc-
| tors shall within thirty Gays following
! an annual election elect from among
| their number President. one or more
| Nice-Pr"sidentS giving the latter such
| respective rank as they may drtermine)
| they shall also elect a Secretary and
] Treasurer, who may may not he
| stakeholder or director: they may also
! elect or appoint any other or additional
! officers that they may deem necessary.
and shall have the power. in their dis
I erection. to unite any two or more Offices.
| In furthcrance and not in limitation of
the general powers granted by this
| charter and by the law to the Board Of
! Directors To administer and conduct the
| affairs of the corporation. the Board Of
| Directors shall have the power and au-
! thority to make, alter and amend by
| laws. rules and regulations that IL may
deem necessary. not inconsistent with
| this charter or with the law; to employ
and discharge all officers. agents and
employees. and to fix their cOmpenSa-
! ton: to execute bonds. mortgages. notes
pledges and other forms of obligations
herein provided in such amounts and
| on such terms and on such conditions
| rs they may determine; to borrow
| money and to secure the same. aS they
may deem necessary: to issue and de-
liver full paid shares of stock or bonds
| of this corporation. for property. ser
vices or rights acquired. and generally to
| do any and all acts not prohibited by
law or limited by this charter. which
in their discretion they may deem nee
essary or proper for the furtherance OF
and incident TO the business carried on
by the corporation.
The Board of Directors shall have
power and authority at the conclusion
I.f. 4. ls,-sI a.. nngv af a
To pay to such officers of the corpor-
alton and in such proportions as they
may determine. in their unrestricted
discretion. a sum not exceeding total
OF thirty per cent (3Oot) OF the net
profits Of the corporation for such year
in excess of five per cent (I0C) on the
outstanding common stock. plus six per
cent (6CI on the outstanding preferred
stock which sum 50 paid to such officers
shall he considered as additional COM
pensatiOn.
The Board Of Directors shall have
power and authority. through it's PreSi-
dent or other authorized agents or rep
reSentatives. TO do any and all things
hsreinaboye provided. or necessary or
proper in the carrying on Of its business
Ii shall be the duty Of the Board Of
! Directors to fix and determine by APP
praisal the value of the shares of com
mon stock OF the corporation semi
annually as of the first days OF Jan
uary and July in each year. and e.
, enter such appraised value. SO fixed and
| determined as of the dates aforesaid
, in the records of the corporation within
, thirty days after such dates respective
". The aforesaid appraised value shall
be fixed and determined in conformity
with any approved accounting practice
such valuation shall be for the informa
= discretion of the Board of Directors h'
p fixed on such basis the Board OF
| Directors may determine.
> The majority of the directors. as ther
: Co.
the transaction of business ut any meet
\ ing of the Board of Directors. Should
r any director he absent. such absent
p director may he represented by another
director. who may cast the vote OF suci
absent director in accordance with I'M
written or telegraphic instructions. gen
{ eral or special. given by the absen
2 director.
The first Board of Directors shall h,
, composed Of the following: !. X. New
man. p. II. Saunders. l.. Carroll Root
IT. L. FaIk, Harry Hardie, with officer
fGlls SHS3d: X Tcc Ffsid cart
roll Root Vice-President: II. L. Falk
Secretary: Harry Hardie. Treasurer, am
these directors and officers Shhll hole
: their office until the next annual election
: to he held under this charter or unit
! their successors shall have been elected
! and qualified.
i ARTICLE VII. This act of incorpor
: alton may be amended, modihed or al
>, and the corporation may be dissolve,
- or liquidated and its stock decreased
a | with the assent Of the holders or two
:, thirds of the entire outstanding stock o
= | all classes represented nj n general meet
ing of the stockholders convened 10
: such purpose. after giving notice in sue
= manner as herein provided for NOTICE q
' annual election. or as may be require
: by law.
;. ARTICLE VIII. Whenever this cor
V poration shall be dissolved or liquidate
:: for any cause. its affairs shall be liqui
V dated by three liquidators. to be az
r pointed from among the stockholders a
a n general meeting of the st0ckholder
@ convened for that purpose, at whlc
/. meeting each share of stock of whateve
# class shall be entitled to one vote, !
person or by written or telegraph
: proxy Such IiquidatOrs shall have a
d authority which the stockholders elecl
Q ing them may confer upon them 0
n which they may be given by law. an
10 shall have full right, power and au
a thority to sell dispose of, and transfe
all the assets of the corporation, an
r 70 distribute the proceeds thereof; pro
n yided however, that unless otherwls
n agreed by the stockholders, the PROF
n erty and assets of the corporation shal
n so far as practicable. in the event
n dissolution or liquidation. be distribute
= among the common stockholders In KIM
% In the event of the death, disability 9
4 resignation Of any one or more or tI
Z liuuidatOrs. the surviving hquldatoi
N NAV fill the vacancy or vacancies: pr'
N vided however. that the right to NIL sue
d vacancy or vacancies may ne eNerclst
nf