The herald., 1922-04-27
CHARTER.

number of shares owned by him bears
To the number of shares owned by all
other stockholders desiring TO participate
in the purchase. No sale under lore
closure. attachment or other process, or
by virtue of any power of attorney, pledge
or hypOthpcatiOn, shall be validity made
until the foregoing requirements have been
complied with by the person or persons,
firm or corporation prOvOklng such lore
closure or sale. The board of directors
shall have authority, however. to waive
the above requirements as to any partcu-
lar hypothecatiOn or pledge Of stock, by
resolution adopted at regular called
meeting of the board, or ut meeting
attended by all the members of the board
of directors. such resolution being adopted
in advance of the pledge or hypothecatloh.
ARTICLE N-All the powers of this cor
poratiOn shall be vested in and exercised
by board of not less than three
nor more than five directors, as de-
termined In advance eacn year by the
stockholders at the annual meeting. The
said directors shall be bonatidc stock
holders and shall each own at all times
one full paid unplcdged share of stock.
The first board of directors shall consist
of John III. Perez who shall he president .
treasurer; Julius W. GrOrt>ch, who shall
be yicc-president: Ewald IL. GroetSch, who
shall he secretary; James II. OStheimer
ana John j. McAdams.
The above named board of directors
and each succeeding board shall continue
To hold office for one year or until their
successors are elected and qualified. The
persons To he hereafter elected directors
FOR subsequent years shall select from
their own number president treasurer
Il vice-prcSident, and secretary.
ON the second Tuesday of March of
each year, unless the same should fall on
4 legal holiday, then upon the next fol
elect board of directors for the ensuing
wear. the board of directors, as well as
the officers already installed. shall con-
tinu" in office until their successors are
elected and qualified.
Tho election of directors shall he by
ballot. and the persons receiving the ma
jOrity of votes east shall be declared elect
I'd. For electing directors or for any
other purpose, each share of stock shall
he entitled to one vote. whether present or
10y proxy, but no fractional share of stock
shall be entitled to vote. \ majority of
directors voting at any one time. i'll per
son or by proxy, shall be required to pass
any resolution or adopt any bylaws aud
which when SO adopted shall become valid.
corporate acts. In case of vacancy on the
board or among the officers from any
cause, the remaining members of tAr
board shall have the power to fill such
vacancy. Said board of directors shall
have power to enact such bylaws. rules
and regulations as, in their opinion, may
be necessary and proper for the manage
ment. operation and control of the busi-
Ness OF Sdlu tOTpoTdllOH
ARTICLE VI-Notice OF all meetings
held for the election OF directors. or for
any other purpose. shall be given in writ
ing by the secretary and may be served
personally or deposited in the mail ad-
dressed. fifteen 30 days before such
meeting is held. and directed TO each
stakeholder at his last known address, as
the same shall appear upon the books of
the corporation, unless said notice j.
waived in writing by all of the stock.
holders appearing upon the books At all
meetings of stockholders n majority of
the votes cast in person or by proxy, shall
he sufficient to elect or decide all queS-
uons voted upon. except for the altera-
tion. amendment or the dissolution of the
corporation.
ARTICLE VII-This act of incorpora-
tion may be altered, amended or mOdi-
fled, or the corporation dissolved by
vote of twO-thirdS in amount of the capital
stock represented at a general meeting of
stockholders, called for that purpose, after
notice as provided in Article VI, Of this
charter. and in case of dissolution of the
corporation the stockholders at such
meeting shall elect three 60 liquidating
commissioners. who shall have entire
charge of such liquidation, with authority
to sell and dispose of the assets of the
corporation. and TO fill vacancies occurring
in their number.
ARTICLE VIII-No stockholders shall
ever be held liable or responsible for the
any further sum than the unpaid balance
due the corporation on the shares owned
by him. nor shall any mere infOrmality in
organization have the effect of rendering
this charter null, or of exposing stock
holder to any liability beyond the amount
of his unpaid stock.
Thus done and passed at my office in
the City of New Orleans, on the day,
month and year first hereinbefOre written
in the presence of Frances EiSler and Ar
chibald VI. StuhOn, competent witnesses,
who hereuntO sign their names, together
with said appcarers and me, the notary,
after reading of the whole
Names of subscribers omitted.
Witnesses: A. NJ. SuthOn, +. Eisler.
CHAS. +. FLETCHINGER,
(SeaD: Notary Public.
|, the undersigned, Recorder of Mort
cages, in and for the Parish of Orleans,
state of Louisiana, hereby certify that
the above and foregoing Act of IncOrpOra-
tiOn of "COmus Restaurant, Inc.". was
this day duly recorded in my office in
book 1865 folio -
New Orleans, La, March %. 1922.
(Signed): ROBT. SCOTT,
Deputy Recorder.
y true copy:
CHAS. f. FLETCHINGER,
(SeaD: Notary Public.
Mch 30-May 4.