The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-24
CHARTER.

acts and things necessary, convenient
or appropriate to the accomplishment
of any of said purposes OF germahe
thereto.
ARTICLE " The presently author
lied capital stock of this corporation
is hereby fixed at the sum OF one
Million Dollars (Sl,OOO,OOO.OO), divided
into and represented by ten thousand
GU,00OD shares of the par value OF
one Hundred Dollars (SlOO.OO) per
share. The amount Of said stock may
be increased To Five Million Dollars
>'y%fRTiISCSLLE V. No transfer of stock
shall be binding upon the corporation
unless and until made and recorded
upon its books The corporation snail
have the right to refuse 10 transfer
any stock 50 long as the shareholder
demanding the transfer is in any way
indebted to the corporation, ana the
corporation shall have lien, pledge
and privilege on each share OF stock
To secure any Indebtedness due by the
shareholder to the corporation.
ARTICLE VI All the powers of this
corpora lion shall be vested in Board
composed of not less than three nor
more than seven directors. The pre-
else number Of directors within SAID
limits shall bc fixed by the StOckhold-
ers at the annual meeting, or at q
special meeting called for that pur-
pose; provided that in the interval be
tween stockholders meetings the Board
itself may elect additional directors
within the maximum limit above pro-
Nldcd, ii the Stockholders shall not
have elected the same. majority OF
the Board shall constitute quorum.
said Board OF Dir, ctOrS shall be elected
annually at the stockholders meeting
10 he held annually at the office Of
the corporation on the second Monday
in May of each Year after notice given
To each stakeholder by mail At least
fifteen days before the date of the
meeting, addressed to the last deSlS-
mated address Of the stockholdcr; or
if he has designated no address 10 the
General Delivery at New Orleans
Special meetings of the stockholders
may be called by the Board of Dlrec-
tors or by the President or Vice Presl-
dent at any time. and notice thereof
shall he given IN the manner provided
for annual meetings; provided that in
all cases all notice may be waived by
unanimous consent. Each shareholder
shall be entitled To one vote for each
share Of stock standing in his name
on the books of the corporation, said
vote To Toe cast in person or by proxy
and majority of the votes cast shall
elect. Failure to elect Directors on
the day above specified shall not dis
solve the Corporation but the Directors
then in office shall remain in office
until their successors are elected and
qualify. The Board of Directors shall
have power To fill all vacancies which
may occur or in any manner arise or
be created on the Board, even though
no quorum remain at the time such
shall elect from its a number PTeSl-
dent. Il Nice-President and shall also
elect Secretary and Treasurer who
may be the same individual and need
not he members of the Board or stock
holders; and the Board is expressly
authorized from time to time to dis
pcnse with any of said officers and
or combine and /Or separate any of
them, and / or elect any other such
officers as the Board may think proper
or convenient to the carrying on OF the
company'S business, and to provide
that said officers need not be mem
bers of the Board or stockholders; and
the Board shall fix the salaries of the
officers, agents and employees. At
any meeting OF the Board of Directors,
any Director absent from the meeting
may be represented by any other d.
rector who may cast the vote of the
absent director according to the writ
ten Instructions, either general or
special, of said absent Director. The
Board of Directors shall have authority
to make and establish, as well as alter
and amend, all bylaws, rules and regu-
lations necessary and proper for the
support and management of the bust
ness and affairs of this corporal ton
and not Inconsistent with this charter;
and they shall have power TO authorize
the borrowing of money and the iSSu-
ance 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 bust
ness of the corporation.
Until general meeting of the stock
holders for election of Directors to be
held in 1928, or until their duly quail
stalled. the Board of Directors shall
be composed of the following: H.
Jeppesen. N A Naman and j. w.
buchanan. the post office address of
all of whom in United Cotton Build
ing, New Orleans. Louisiana. Pending
the general meeting of stockholders
in 1928, these Directors may elect
other Directors up to a total of Five
60.
ARTICLE VII. This act of incor-
poratiOn may be changed, modified or
amended, or the corporation dissolved
by vote of two-thirds of the entire
capital stock present or represented at
general meeting of the stockholders
convened for such purpose. after pre-
viOus notice shall have been given in
of the annual meeting of the corpor-
alton.
ARTICLE VIII. If this corporation
shall be dissolved, either by liquidation
shall be liquidated by three commits
sioners to be appointed at the meet
ing of stockholders convened for the
purpose of liquidation, and to be elect
ed by the majority vote of all the
stockholders voting upon a parity. Said
liquidators shall remain in office until
the affairs of the corporation shall
have been fully settled and liquidated.
authority to transfer and give title to
all the property and assets of the cor
poration and to distribute the proceeds.
In case of death, disability or resig-
nation of one liquidator, the vacancy
shall be filled by the survivor.
ARTICLE IN. No stakeholder shall
he held liable or responsible for the
contracts or faults of said corporation
in any further sum than the unpaid
balance due on the shares of stock
owned by him, nor shall any mere
informality in organization have the
effect of rendering this charter null
or of exposing any stakeholder to any
Inability beyond the unpaid balance due
on his stock.
In order that this charter may serve
as the original subscription list the
subscribers hereto have indicated oppo-
site their respective signatures the
number of shares of stock subscribed
for by each of them.
There is annexed hereto to be read
in connection herewith an accurate de-
tailed and itemiZed description of GER
tain property conveyed to this corpor-
alton for payment of subscriptions to
Its capital stock, together with a state
ment of the value thereof. as appraised
by the directors.
Thus done and passed at my notarial
office in the city of New Orleans,
state OF Louisiana, on the day, month
and year first hereinabove written, in
the presence of Monte NJ. Lemann and
Louis Bethancourt, competent witnesses
who have hereunto subscribed their
names, together with me, Notary, and
the said appearers, after due reading
of the whole.
(Original signed)
witnesses: Monte NJ. Lemann, L.
Rethancourt