The herald., 1922-01-12
CHARTER.

tender such stock to the other stOckhOld
ers. through the Board of Directors, fol
purchase for n period of thirty days, in
writing, at the price of said stock or
the books of the corporation, and during
such period of thirty days the said stock
holders shall have the exclusive right tC
stock, as they may elect; and in tn,
event said stockholders, through said
Board shall fail to make said purchase
within the said period at the price OF
fered, under the conditions aforesaid
then and in that event the stakeholder
or stockholders. desiring to dispose OF
his stock, NAV sell the same to such
other person or persons as he may see
fit All stock in this corporation
whether common or preferred, issued OF
to he issued, shall be subject to the pro
visions of this article.
ARTICLE VI. The domicile of this
corporation shall be in the City of New
Orleans. La. where all meetings of the
stockholders or directors must be held
provided, that with the written consent
of all the directors. valid meetings of the
directors may be held outside of the
state or within the state elsewhere than
at its domicile. Citation, shall be served
upon the President, or in his absence or
disability, upon the First ice-PreSdent
and in the absence or disability of the
latter, upon the Second President
or upon the Secretary or Treasurer.
ARTICLE VII. All the corporate pow
ers of this corporation shall be vested
in and exercised by Board of Direc-
tors, seven in number. all of whom shall
be stockholders, to be elected on the
second Monday in January of each year
commencing with the second Monday in
January, 1923. with the understanding
that the first Board Of Directors selected
by the stockholders and named in this
charter, as well as the first set of officers
as hereinafter named. shall hold office
until the second Monday of January
1923 or until their successors have been
elected ard have qualified.
After the election Of said Board OF
Directors by the holders of common
stock as herein provided, there shall be
elected by said directors from their own
number the officers of this corporation.
which are as follows: First. PreSi-
dent; second, First Vice President
third. Second Vice President; fourth
Secretary, and fifth, a Treasurer which
last two offices may be combined in one
person.
The first Board of Directors and the
officers of this corporation shall be the
Following, and which said Board of Direc
tors and officers shall serve until the
election TO be held on the second Mon
day of January, 1923, or until their sue
ceSsOrs are elected, chosen and qualified
The addresses of said directors and Off
Gers are set opposite their respective
names:
Achile I. Picard, President. Gonzales.
La; Louis Geismar, First Vice President,
Geismar, La; DIR. Isaac +. Heymann.
Second Fice-President. 80 Lafayette ave-
Secretary, Gonzales, La; Ralph f. Tay-
Tor. Treasurer, 3l6 Baronne street, New
orleans, La; Minel l.. Gcismar, Geismar.
La; Joseph X. Picard, Dntchtown, La.
The Board of Directors shall have the
right to till all vacancies occurring in
their number, whether resulting from
death, resignation or otherwise
ARTICLE VIII. The annual meeting
OF the stockholders of this corporation
for the election of directors shall be held
on the second Monday of January Of each
year, commencing with the second Mon
day of January, 1928, until which time
the officers and directors named in this
charter shall continue in office, or until
tneir successors have been elected and
quallhed. The election for said directors
shall be by ballot, and the majorit, in
amount OF common stock. voting whether
IN person or by proxy, shall elect the
persons Tor whom they are cast Each
share OF stock voted upon to be counted
for but one vote Said stock shall NOT
De entitled to cumulative voting.
Inc Board of Directors shall give "A
Ieast nfteen days notice by mail of the
erection or said directors, and shall an
P ~ one or more stockholders to preside
at such election. Any failure from any
cause whatsoever to elect directors on
the DAY named for that purpose shall NOT
ulssolve this corporation but the direc-
tors and officers then in office shall hold
over until their successors are chosen
and qualified ''en
The Board of Directors is furtbe,
authorized to frame and adopt such by-
laws rules and regulations as the affairs
anu business OF the company may re-
quIre ana II may deem necessary for the
conducting and management thereof pro.
Niued the same does not conflict with this
cnarter ana the laws of the State of Lon
i h ana those of the United States OF
"A nrrn.
nix their compensation and terms of en-
pioyment, as well as name and appoint
agents and employees as in its discretion
may seem fit and proper, as well as To
nx the salaries and terms of employment
assistants. anu
The Board of Directors is speciaIIv
vested with the power to acquire and
purchase such property or business. or
!, SoDu'W VIII, or all Of these, from individ.
Board or Directors may deem advisable
anu proper, and at such price and on
such terms as they may deem best. and
10 pay therefor in the full-paid common
alton or otherwise. This power 10 mr.
rhase and acquire to be exercised by said
Doard without the necessity of referring
10 the ines, shareholders for authorization.
a. antlSLE IA; No stakeholder shall
ever be held liable or responsible for the
contracts, faults or debts Of this corvor-
itioh, nor shall any mere informally in
JUS organization have the effect of render
ing thls charter null, or of exposing IFS
shareholders to any liability beyond the
unpaid balance due on the stock owned
ARTICLE Y. The names and postof6ca
addresses of the subscribers to these
articles OF Incorporation and the number
oI shares of stock subscribed by each,
Achille /. Picard, Gonzales Tn On
shares preferred, 80 shares common w
Louis Geismar, Geismar La. 100 shares
100 shares common.
Dr. isaac L. Heymann, BROOKLYN. N Y
-oU shares preferred 2l9 shares commo,
Henry Nj. Picard, Gonzales. La 20
shares preferred, 80 shares common
ralph +. Taylor, New Orleans, 1 share
Minel L. Geismar, Geismar La ,o
SHARES preferred, 80 shares common
Joseph X. Picard, Dutchtown, La. 30
shares preferred, 30 shares common.
Leon Picard, Dutchtown, La, 10 shares
III shares common.
ARTICLE NJ. All stockholders meet
ngs for the election of Directors. as
above stated, shall be held after tifteen
lays written notice mailed to each stool.
noider Other stockholders meetings
nay DC held when ordered by the Board
~ directors, or when requested by at
east twenty-hv per cent of the outstand
hg common stock. Notice of all stock
loiuers meetings, other than adjourned
meetings., shall be given in the manner
prescribed for stockholders meetings for
ne election of directors, unless such
notice is waived by unanimous consent.
ARTICLE XII. This charter NAV be