The herald., 1922-03-16
CHARTER.

| FIRST: No sale or other transfer Oh
| shares of stock in this corporation shall
| be valid until and unless the opportunity
| has been first afforded the shareholders
| of record at the date OF such transfer,
| sale or other alienation TO purchase such
| stock at book value the value to be as
| certained in the manner herein prescribed.
The right TO acquire said stock hereby
| first vested in the other stockholders OF
| record shall follow the stock into any
| hands to which ii may pass ana may be
| exercised against the holders thereof
within ninety days from the time any sale
| or transfer thereof has been offered to be
entered on the books of the corporation.
1t shall be the duty of any holder of
stock in this corporation who intends or
desires to sell, transfer, ALLEVIATE or by
| pOthccate, or otherwise dispose of the
| same to give ten days written notice of
such intention or desire TO the board of
directors of the corporation, who are
hereby constituted agents of the other
stockholders for the purpose Of such no
tice. and said board of directors shall give
immediate information thereof. in writing,
to all the other stockholders of record.
Before the expiration of the ten days from
the receipt of said notice by the board of
directors any shareholder of record may
offer to purchase and may acquire the
right to purchase, said stock by notifying
the board of directors in writing and
thereafter shall deposit the price of said
stock in cash with the corporation on or
before the expiration of eighty days from
the last mentioned date.
Upon the receipt of the first mentioned
notice, the board of directors shall advise
the person owning said stock, his agent
| or representative, to join with said board
in fixing the value of said stock, which
value shall be established on the basis of
the last annual or semi annual statement
or report of the corporation and the last
monthly trial balance preceding the date
| of such notice, and the sum thus found
and established shall constitute the value
and price of said stock.
If within forty-eight hours after receipt
| of such notice the owner, his agent or re-
preventative does not join with the board
in establishing the price or value of the
stock, the board may proceed without
further delay to fix the said value. using
| the report and trial balance aforesaid for
that purpose. which writings are declared
to be conclusive evidence for and against
all parties in interest in the premises.
whether the value is established by the
joint act of the owner, his agent. widow,
heir or representatives or by the board of
| directors acting in default of the cO-Opera-
ton of said person or persons.
Upon receipt of the offer or acceptance
of any shareholder to purchase said stock
and upon obtaining guarantee satisfactory
to said board for the price thereof, the
board of directors shall thereupon give
notice thereof to the owner of the stock
his agent or representative. and before
the expiration of the period of eighty days
aforesaid shall call in the certificate or
certificates representing such stock and
pay the price or value thereof and cause
the same to be transferred on the books
to the purchaser.
| SECOND: In the event of the death of
any stakeholder, his widow, heir. or legal
representative shall have the right and
option to compel the corporation to buy
the share holdings of said deceased stock
holder. and in the event of the refusal or
inability of the corporation to purchase
same, shall have the right and option to
compel the liquidation of the corporation
as hereafter provided in Article 8. Should
the widow, heir or legal representative of
the deceased stakeholder exercise their OPP
ton TO sell. the formalities and course of
procedure, the terms and conditions, stipu-
latiOns and delays hereinabOve established
in Paragraph One of this Article shall
apply in all respects. Immediately upon
receipt of notice from the widow, heir, or
legal representative of the deceased stock
| holder, il shall be the duty of the board
of directors to cause the necessary steps
to be taken to purchase the stock from the
said widow. heir, or representative of said
deceased stockholders
THIRD: The preference. option and
right of purchase hereinabove established
shall run in favor of each stakeholder of
record for his while share in proportion
TO his existing holdings in the stock, but
should any shareholder fail to exercise
his right in this regard his rights shall
pass to and be absorbed by the other
shareholders, provided that the owner, his
| widow, heirs or legal representatives, as
the case may be- shall not be Obliged to
deliver said stock unless the offers to pur-
chase the same shall include and cover
the entirety of the offerings under Para
graph First all of the holdings under
Paragraph Second.
FOURTH: In the event an employee of
the company becomes a shareholder in the
company, and for any reason leaves the
employ of the company, the other share
holders of record shall have the right and
option to acquire the share or shares of
stock of said employee upon the terms
nd hnra mol dad
!. FIFTH: All certificates of stock shall
bear upon their face brief reference to
the rights herein established in favor of
the stockholders.
ARTICLE VAN the corporate powers
of this corporation, and the management
and control of its affairs shall be vested
In. and exercised by board of directors
composed of three (3) stockholders. a ma
jority of which shall constitute a quorum
for the transaction Of all business. The
directors shall be elected annually by the
stockholders at meeting to be held on
the first Monday after the first Sunday
of each year in the month Of February,
said meeting to be preceded by three
days written notice to the stockholders.
Each stakeholder shall be entitled, in per-
son or by proxy, to vote for every share
owned by him. and all elections shall be
held under such rules and regulations as
may be determined by the board of direc-
tors. At such meeting, all questions other
than mere routine shall be decided by n
majority of the shares of stock represent
ed at said meeting. The directors, when
elected. shall continue in office for one
year, and until their successors have been
duly elected and have qualified. No fail
ure to elect shall operate the forfeiture of
this charter. Any vacancy occurring on
said board shall be filed by the remain
ing directors for the unexpired term.
The board of directors shall, at its first
4 meeting after its election, select out of
its number, n president and one or more
vice-presidents and a manager. and shall
also elect a secretary, who need not, how
ever. be a member of the board or a
stakeholder. The president shall have the
right to appoint and dismiss the clerks
, and other employees of said corporation at
J Of the same may demand. He may exercise
/, this authority by proxy. Any director being
sick or absent, or about to absent him
self, shall have the right to appoint, by
written instrument another director or
/. stakeholder to act as his proxy and in his
stead, at any and all of the meetings of
said board Of directors during such alb
Sence.
/, The first board Of directors and first
corps of officers of the corporation shall
, be s. Massman, New Orleans, La. presi-
dent: A. A. Leuhrmann, New Orleans,
Louisiana, secretary; and A. Z. Massman,
New Orleans, La, vice president and
J treasurer; and they shall hold office until
the first Monday following the first Sun
day in February, 1923, and until their sue
!, cessors are duly elected and qualified.
ARTICLE vI-The funds Of this cor.
, nora tiOn shall ha dan0sifad IN