The herald., 1922-04-20
CHARTER.

| to make, break or alter at will; and
| generally for the purposes and objects
| of its business to exercise all the rights
and powers permitted by law to cor
| porations.
| ARTICLE ii. The domicile of this
corporation shall be in the City of New
| Orleans, State Of Louisiana, and all eta
tions and other legal process shall be
| served upon the President; and. in his
absence, upon the Secretary of this cor
| pOration.
| ARTICLE Ill. The objects and pur
poses for which this corporation rs
| organized and the nature of the business
| to be carried on by it are hereby de
| clared to be: That of carrying on gen
eral advertising agency business; To
carry on the book selling and publish
| ing business in all its branches, both
| as principal and agent; to operate print
ing and publishing plants, and to fur
| Their undertake and transact all Kinds
| of agency business which an individual
may lawfully undertake. and generally to
| do and perform all such business as
may be necessary for or incidental TO
| the objects and purposes herein men
| toned. as fully if set forth herein.
ARTICLE Nv. The capital stock OF
this corporation is hereby fixed at Ten
Thousand Dollars (sl0,O00.OO). divided
into One Hundred Shares Of One Hun
dred Dollars (SlO000) each, payable in
| cash or its equivalent. as may be deter
mined by the Board of Directors.
The corporation is to he a going con
Germ as soon as Five Thousand Dollars
5.0OO.O0) OF its capital stock shall have
been subscribed for.
The amount to which the capital stock
| of this corporation may be increased Is
hereby fixed at One Hundred Thousand
Dollars (slOO,0O0.00).
All transfers of stock OF TINS 'Or
poration shall be entered ON the stock
book. and 10 transfer shall in any
I 4. ar "A
| until so registered in its stock book.
| No stockholder shall have the right to
sell his stock on the market without
having offered ii. in writing, at its book
value, to the directors Of this corpor-
alton thirty days previous TO the con
| templated sale of the said stock, ana
4 if the directors of this corporation, when
= said stock is offered to them at its book
value desire to buy it, the corporation
shall have the right to do so, the pur-
chase shall be made on behalf of the
I corporation and the stock shall then ana
there become treasury stock 10 he ais
I posed Of as the Board of Directors shall
determine.
4 notice Of the obligation so to oheT
! the stock to the corporation shall be
: printed across the face Of each certlncate
a of stock.
= ARTICLE V. All of the corporate
. powers of this corporation snail %,
= vested in and exercised by a Board o'
~
a holders two of whom shall constitute
A | n quorum In the transaction OF business
n ! which said directors shall be elected ~
: | n general meeting Of the stockholm.
r of this corporation. to he held on Nv
II first Monday in December of each year
: | and notice of said election shall u
r given by a letter to he written ten IN
/ previous to said election ana sent
4 the last known address OF each OF tF'
z | Stockholders as shown by the BOOKS %
ha first meeting OF I'M
! stockholders under this charter Tor IN
e purposp Of electing n Board or Director
i shall occur on the first Monday OF DE
= cember. 1922 -.
II first meeting after each annual election
/ shall elect from it's number President
a Treasurer and a Secretary. The Once
= of President and Treasurer may be com
n bined in one person. 50
- The following stockholders shall con
:. stitute the first Board of Directors C
!, this company. to-wit: George W. Bauer
p IeIn Hotel Grunewald. New Orleans. La
lie Henry Pickett, Withers. Lake rores
lie Ill; John Dymond, Jr.. 1907 Ma, sS
j. shall hold their office until the mr.
ut Monday Of December, 1922. and unit
rs their successors shall have been electe
X and qualified OF these the said Geors
W. Baueriein shall be President an
Ill Treasurer and the said Johh b!"o"
Is Jr shall he Secretary.
IN A failure from any cause TO 'ir'
~ directors on the day stipulated shall N
or dissolve this corporation. hut the ofnce
he and directors then in ofhce shan no
TX over until their successors snail ma
ne been duly elected and qualified: Ana
the event of any failure to hold an ele
a. ton on the day stipulated. the Preside
~ | shall call n new meeting on ten DAY
81 | notice thereafter. or as near thereattt
or | or as soon thereafter as practlcai.
- vacancies occurring IN tne Dodl
NJ directors shall be filed by the r
at ! naming directors for the uneXpir'
IS term. 4,
en- stockholders each stakeholder shall
of | entitled to one vote for each snare
or | stock registered in his name, ana mi
Is vote in person or by proxy. All eie
all tions shall be by ballot.
nd ARTICLE VI. The Board or Dlrecto
ed shall have full control of the proper
of this company. and shall conduct al
he manage and, use the same as In ts OIL
,rs cretion it may deem fit and conslste
we with the objects of this corporation al
or its welfare 1t may make and estaohs
as well as alter and amend. any al
" all bylaws. rules and regulations ne
an essary and proper in its judgment l
MS the conduct, support ana mahage'le
In of the business and affairs or the co
,es poration, and shall appoint such ofhcel
nv. agents. employees. servants ana cI.r
as may be necessary for the conducIi'
~ the business of this corporation; tn
% shall fix their compensation and sh'
have the right to dismiss them at the
Id pleasure.
A director of this corporation sh'
have the right to vote by general pro
lie on all questions of administration. sn
TT rs the manner of conducting the busine
ms. of the corporation; but in case the &C
nat poration desires to exercise It's Gu
ra- porate power through its Board
'as directors, by selling or mortgaglng a
In of its plants the directors can only W
by proxy where the proxy specimen
details the object to be voted upon, m
: the same shall be cast. and such ~
Ter or mortgage must have the unanimo
ny vote of the Board of Directors
my ARTICLE VII. This act or lncorp'
alton may be changed, modihed
iic amended, fundamentally or incidental
and this corporation may be dlssol'
. in accordance with the provisions OF 4
267 of 1914. or any amendments there
with the consent of the stockholders r.
of resented at general meeting OF
of stockholders called for that purp'
his after ten days notice In writing
our dressed to the last known address
and each of the said stockholders.
of ANY changes proposed or made w
one | reference to the increase or reduction
me | the capital stock shall be made In
ory | cordance with the laws of the state
fed | Louisiana. relative to the alteration
and the capital stock Of the corporation.
nee Notice Of all meetings of the sto
ard | boldare not herein or by law or 9th