The herald., 1922-02-09
CHARTER.

be stockholders, to be elected on thu
second Monday in January of each year
commencing with the second Monday IL
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 beer
elected ard have qualified.
After the election of said Board o.
Directors by the holders of common
stock as herein provided. there shall b'
elected by said directors from their owl
number the officers of this corporation
which are as follows: First, Presi
dent; second. First Vice President
third. Il Second VicePresident; fourth
a Secretary, and fifth, a Treasurer, which
last two Offices may be combined III one
person.
The first Board of Directors and the
officers of this corporation shall be the
| following. and which said Board of Direc
I 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 l. Picard President, Gonzales
La; Louis Geispar, First Vice President
1 Gcismar. La; Dr. Isaac =. Heymann
Second Vice-P President 76 Lafayette ave
! Secretary, Gonzales, La; Ralph +. Tay-
lor, Treasurer. 316 Baronne street, New
| Orleans, La; Mnel l.. Gcismar, Geismar
La; Joseph K. Picard, Dutchtown, La.
The Board of Directors shall have the
| right to fill all vacancies occurring in
their number, whether resulting from
death, resignation or otherwise.
! ARTICLE VIII The annuaI rneeting
| of the stockholders of this corporation
1 for the election Of directors shall be held
/ of la of assb
! year, commencing with the second Mon
| day of January, 1923, until which time
| the officers and directors named in this
| charter shall continue IN Sffice, or until
| their successors have been elected aud
qualified. The election for said directors
shall be by ballot, and the majority in
amount of common stock, voting, whether
| In person or by proxy, shall elect the
persons for whom they are cast. Each
share of stock voted upon. TO be counted
for but one vote. Said stock shall not
be entitled to cumulative voting.
The Board Of Directors shall give at
least fifteen days notice by mail of the
election of said directors, and shall ap
point 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
dissolve this corporation, but the direc-
tors and officers then in office shall hold
over until their successors are chosen
and qualified.
The Board of Directors is further
authorized to frame and adopt such by
laws, rules and regulations as the affairs
and business of the company may re-
quire and 1t may deem necessary for the
conducting and management thereof, pro.
yided the same does not conflict with this
charter and the laws of the State of Lou
lsiana, and those of the United States OF
America; to name and appoint managers
hx their compensation and terms Of EN-
ployment, as well as name and appoint
m in lee
may seem fit and proper, as well as to
NIX the salaries and terms of employment
OF the officers, employees, clerks and
assistants.
The Board of Directors is specially
vested with the power to acquire and
purchase such property or business or
goodwill. or all of these, from individ-
uais, firms or other corporations as said
Board of Directors may deem advisable
and proper, and at such price and on
such terms as they may deem best, and
TO pay therefor in the full-paid common
or preferred capital stock of this corpor-
chase and acquire TO be exercised by said
Board without the necessity of referring
to the shareholders for authorization.
ARTICLE IN. No stakeholder shall
contracts, faults or debts of this corror-
alton, nor shall any mere informally in
its organization have the effect of render.
ing this charter null, or Of exposing its
unpaid balance due on the stock owned
by them.
ARTICLE Y. The names and postoffice
addresses of the subscribers to these
or shares of stock subscribed by each
are as follows:
Achille l. Picard, Gonzales, La, 80
shares preferred, 80 shares common.
Louis Geismar, Geismar, La, 100 shares
preferred, 100 shares common
DR.. Isaac p. Heymann, Brooklyn, N. Y,
go shares preferred, 249 shares common
Henry NJ. Picard, Gonzales, La 80
shares preferred, 80 shares common.
Ralph +. Taylor, New Orleans, 1 share
common.
Minel L. Geismar, Geismar, La, 50
shares preferred, so shares common.
Joseph X. Picard. Dutchtown, La, 80
shares preferred, 80 shares common.
Leon Picard, Dutchtown, La, 10 shares
preferred, 10 shares common.
ARTICLE XI. All stockholders meet
ings for the election Of Directors, as
above stated. shall be held after fifteen
days written notice mailed to each stock
holder. Other stockholders meetings
may be held when ordered by the Board
OF Directors, or when requested by at
least twenty-five per cent of the outstand-
ing common stock. Notice of all stock.
holders meetings, other than adjourned
meetings, shall be given in the manner
prescribed for stockholders meetings for
the election OF directors, unless such
IT,
ARTICLE XII This charter may be
altered or changed at a special
meeting Of the common stockholders,
called for that purpose, notice of which
Is to be given in accordance with the
provisions Of this charter, by the vote of
two-th1rds Of all the common stock.
ARTICLE XIII. Whereas the subscrip-
ton of the subscribers to the okpital stock
OF this corporation, up to the sum of
Ninety Thousand Dollars 600 OO0OO), con.
sists in property to be transferred to this
corporation, in accordance with the provi- |
sions OF Section Of Act 267 Of the
Louisiana Legislature for the year 1914,
there is now annexed to- these articles
or incorporation and to be read in COR
nection Herewith, an accurate detailed
and itemized description of such prop
erty, as to amount, location, extent
character, and state of improvement |
together with a statement of its value
as appraised by the Directors of this
corporation, the same as IL set forth In
full in this charter.
ARTICLE XIV. This corporation NAV
be dissolved by the vote of two-thirds |
Of all its outstanding common stock. and |
upon complying with the requirements |
Of Section % of Act 267 of the Louisiana |
Legislature Of 1914, and in the event of |
such dissolution, liquidators shall be |
named and appointed with all the neces- |
sary powers and authority, all In the |
manner and as provided in said legis- |
lative act.
Thus done and passed in my office on |
the day and date first above written, in |
fha nfN n