The herald., 1922-12-21
CHARTER
be by the board of directors from time
to time prescribed.

to time prescribed.
ARTICLE vII-All the powers Of this
corporation shall be vested in a board
composed of not less than nor more
than Q directors, each OF whom shall own
at least one share of the common stock.
The precise number Of directors within
the limits above stated shall be fixed at
the annual meeting Of the stockholders
or at a special meeting called for that
purpose; provided that in the interval
between stockholders meetings the board
itself may elect additional directors with
in the maximum number above provided
IL the stockholders shall not have elected
the same. The majority of the board shall
constitute a quorum. The said board OF
directors shall be elected annually at
meeting of the stockholders to be held an
nually on the third Wednesday of jan
uary OF each year, beginning with the
year 1923. Tor the next legal day IL that
day be holiday after notice given to
each stakeholder by mail at least fifteen
days before the date of the meeting. adj
dressed to the last designated address OF
the stakeholder, or II he or she has desig-
nate no address, then to the General De
livery. New Orleans. Special meetings OF
the stockholders may be called by the
board at any time and notice thereof shall
| he given in the manner provided for an
nual meetings: provided that In all cases
all notices may be waived by unanimous
| consent. 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.
said vote to be cast in person or by
, proxy and a majority Of the votes cast
| shall elect. Failure to elect directors on
the day above specified shall not dissolve
the corporation, but the directors then in
office shall remain In office until their sue
cessors are elected. The board of direc-
| tors shall have power to fill all vacancies
which may occur or in any manner may
arise or be created on the board, even
| though no quorum remain at the time
such vacancies are to be filed. The board
IL, H. hot NI.ar IAFf
| vice president and secretary-treasurer !;
provided that from time to time the board
| may dispense with any OF said officers
and Ior separate any of them and /or may
| elect such other officers as they may
think proper or convenient for the carry
ing on of the company's business. and
| may provide that such officers may not
be members of the board of directors !;
and they shall fix the salaries of the of
ficers, agents and employees. At any
meeting of the boar of directors, any
director absent from the meeting may be
represented by another director who may
| east the votes of the absent director ac-
cOrding to the written instructions, either
general or special of said absent direc-
tors. The board of directors shall
have authority to make and establish,
as well as alter, and amend, all by
laws, rules and regulations necessary
and proper for the support and manage
ment of the business and affairs of this
corporation and not inconsistent with
this charter; and they shall have power
to authorize the borrowing of money and
the issuance of notes and the execution of
pledges and mortgages, and generally to
do all things necessary or convenient for
the proper carrying on of the business of
] the corporation. ntil the general meet
ing of the stockholders for election of the
directors. to be held in 1923, or until duly
qualified successors are elected and quail
fed. the board of directors shall be com
posed of the following: Frank Il. Hayne,
address, New Orleans, La; r. III. Down
~.
II. Bernhard. address New Orleans, La. {;
Paul F. Jahncke address, New Orleans,
! La: Hugh f. Vincent, address, New Or
leans. La. provided that the board above
choose ADDITIONAL directors within the to-
tai numerical limit of the board whenever
such total limit shall have been filled by
the directors. OF the foregoing directors
Frank Il. Hayne, vice president; Paul +.
Jahncke. treasurer and Hugh +. Vincent,
secretary.
ARTICLE vIII-This charter or act of
incorporation may be changed, modified,
altered or amended by and with the con-
sent of two-thirds of all the stock present
at any meeting, general or special, held
for that purpose; and such amendments
may be material or immaterial subject
only to limitations as may be by law
provided; and this corporation shall have
the power to increase or decrease its capt.
} tai stock as hereinbefore set out. and any
increase In capital In excess OF tnt
amount named herein as the amount to
} which IL may be increased may be made
by three fourths vote Of all outstanding
} stock.
ARTICLE IX-Notice of any and al
, meetings referred to in this charter oil
required by law, shall be given in tn,
manner provided for giving notice in case
of elections. unless the same shall have
, been waived.
ARTICLE Kin case Of dissolution
liquidation or termination of this charter
by limitation or otherwise, the affairs OF
the corporation shall be liquidated by one
or more iquidators elected by the stock
holders, who may provide the number OF
such power and authority as may be by
I law be permitted fix the terms and con.
ditions upon which they shall serve. and
their compensation. and provide that II
, said liquidators, the remaining liquidator'
/ may fill the vacancy or continue to act or
behalf of the corporation.
8 ARTICLE XI-No stakeholder shall bs
liable or responsible for any costs, con
= tracts, debts or faults of the corporation
l or of any of its officers, nor shall any
D mere informality In organization have the
Q effect of rendering this charter null and
; void. or Of exposing any stockholders &c
any liability beyond the unpaid balance
3 due on the stock held by him.
ARTICLE XII-The subscribers hereto
I have written opposite their names thu
number Of shares subscribed by each Of
them, and their post office addresses, 80
that this charter may serve as the sub
!, scrption list Of the corporation; all Of
Z which subscriptions are payable in thu
> manner and form set out herein.
Thus done and passed at my Office ir
, the City of New Orleans, Louisiana, OF
. the day and in the month and year hereir
first above written, In the presence Of
Blanc Monroe and Ralph J. Schwarz COM
pe.Nnt witnesses, who have hereuntt
signed their names with the said appearers
! and me, notary, after reading Of thu
: whole.
Witnesses: J. Blanc Monroe. Ralph J
Schwarz.
(ORIGINAL SIGNED)
: Frank b. Hayne, 165 shares, Frank i
: Hayne, SO shares, New Orleans, La; II
8 ii. bowman, 81 shares r. III. bowman
/ 20 shares New Orleans, La; Hugh T.
. Vincent, % shares. Hugh r. Vincent, 1
e shares, New Orleans, La: John III. Bern
4 hard. $50 shares, New Orleans La; Pau
|. F. Jahncke. per Walter F. Jahncke. New
!, Orleans. La. 35 shares; Paul F. Jahncke
e per Walter +. Jahncke. New Orleans, La.
: II shares
!. Recorded NJ. o. B. 1919, folio $50.
al true copy:
ri (SeaD WILLIAM J. GUSTE,
h Notary Public
], Nov. 16-Dec. 81.
u CHARTER OF JUAN ARGOTE COM
y PANY, INC.