The herald., 1922-04-06
CHARTER.


board of directors. promptly, upon re-
ceiving an offer Of sale Of any Of the capt.
tai stock Of this corporation, TO communi-
cate. the same to the stockholders, in
writing, thru the secretary of the com
pany, and each Of the said stockholders
shall be entitled to purchase such proper
ton of the stock so offered for sale as the
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 fore
closure. attachment or other process. or
by virtue OF any power Of attorney, pledge
or hypothecation, shall be validity made
until the foregoing requirements have been
complied with by the person or persons,
firm or corporation provoking such fore
closure or sale. The board of directors
shall have authority, however, to waive
the above requirements as to any particu-
lar hypothecatiOn or pledge OF stock. by
resolution adopted at a regular called
meeting Of the board, or at a meeting
attended by all the members of the board
Of directors. such resolution being adopted
In advance of the pledge or hypothecation.
ARTICLE Van the powers of this cor.
pOration shall be vested in and exercised
by a 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 bonatide stock
holders and shall each own at all times
one full paid unpledged share of stock.
The first board of directors shall consist
of John III. Perez. who shall be president.
treasurer; Julius W. GrOetsch. who shall
be yice-president: Ewald II. Groetsch, who
shall be secretary; James II. Ostheimer
and John j. McAdams.l
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 be hereafter elected directors
for subsequent years shall select from
their own number a president-treasurer
a vice-president, and a secretary.
On the second Tuesday of March OF
each wear, unless the same should fall OF
a legal holiday, then upon the next fol
lowing layday, the stockholders shall
elect a board Of directors for the ensuing
year, the board Of directors, as well al
the officers already installed. shall con
time in office until their successors arr
elected and qualified.
Tha election of directors shall be b!
ballot. and the persons receiving the ma
; jority of votes cast shall be declared elect
ed. For e~lecting directors or for an!
: other purpose, each share of stock shal
be entitled to one vote. whether present o
by proxy, but no fractional share OF stool
; shall be entitled to vote. 4 majority o
g directors voting at any one time, in per
Z son or by proxy. shall be required to pas
r any resolution or adopt any bylaws an,
r which when SO adopted shall become valid
corporate acts. In case of vacancy on tn
board or among the officers from an.
| cause, the remaining members of tn,
board shall have the power to NIL sue
vacancy. Said board OF directors shal
have power to enact such bylaws, rule
: and regulations as. in their opinion, ma,
be necessary and proper for the manage
ment, operation and control of the bust
ness of said corporation.
I ARTICLE VI-NOtice OF all meeting
held for the election OF directors, or 70
4 any other purpose, shall be given in writ
ing by the secretary and may be serve
@ personally or deposited in the mail ad
.-. &c., 1EA InNa hnfnrA GnR
meeting is held. and directed to eac
. stakeholder at his last known address, a
the same shall appear upon the booHS 9
the corporation, unless said notice. J
&c waived in writing by all of the stool
holders appearing upon the books. At a
meetings of stockholders O majority. {
the votes cast in person or by proxy, sha
be sufficient to elect or decide all que'
tion. amendment or the dissolution OF tn
corporation.
ARTICLE vIi-This act of incorpori
ton may be altered, amended, or mod
fed, or the corporation dissolved by
y vote of two-thirds In amount of the capit'
stock represented at a general meeting
stockholders, called for that purpose, aft
notice as provided In Article vi, Of tn
. charter, and In case of dissolution OF Il
corporation the stockholders at sue
meeting shall elect three 81 liquidatiI
commissioners, who shall have enti
charge of such liquidation, with authoril
to sell and dispose OF the assets OF u
corporation, and TO fill vacancies occurriI
/, In their number.
- ARTICLE VIII-No stockholders shs
"A ever be held liable or responsible for Il
W contracts or faults of this corporation,
any further sum than the unpaid balan
!: due the corporation on the shares own'
vi by him. nor shall any mere ~informality
organization have the effect of renderiI
this charter null, or of exposing a stoc
holder to any liability beyond the amou
of his unpaid stock.
. Thus done and passed at my onice
the City of New Orleans, on the da
month and year first hereinbefOre writt'
10 in the presence of Frances Eisier and A
chibald NJ. Stuhon, competent Witness
who hereunto sign their names, togeth
~ with said appearers and me, the notar
after reading Of the whole.
% Names of subscribers omitted.
iv Witnesses: A. NJ. Suthon. T. Eisler.
~ CHAS. F. FLETCHINGER,
(SeaD: Notary Publ
"a /, the undersigned, Recorder of MOI
~. cages. in and for the Parish OF OrleaI
State of Louisiana, hereby certify tn
e. the above and foregoing Act Of lncorpor
4, ton of ''COmus Restaurant, Inc, W
this day duly recorded in my office
a. book 126S. folio =.
New Orleans. La, March %, 1922.
~ (Signed): ROBT. SCOTT,
~ Deputy ,Record
at9 CHAs. F. FLETCHINGER
(SeaD: Notary Publ
nd Mch. 3O-May 4.
IL: CHARTER OF