The herald., 1922-05-25
CHARTER.



par in payment for property actually
received.
ARTICLE VI-This corporation shall
begin business and be going concern
as soon as twelve thousand five hun
dred dollars of stock shall have been
subscribed for. Said capital stock may
be increased up to the sum of twenty
five thousand dollars in any manner
provided for by the laws of this state.
and whenever an increase of said capt.
tai stock shall have been authorized,
fifteen days written notice shall be
given to each stakeholder within which
time the present stockholders in the
corporation shall have the right to
subscribe to the said increase of stock
in proportion to the number of shares
of stock held by them, and which shares
shall be paid for at such time and in
such manner as the board of directors
may direct. After the eXpira ton of
the said subscription and payment. the
board of directors may dispose of the
shares not taken for the benefit of the
corporation, in such manner as they
may think proper, at not less than par.
article VII-All transfers of stock
shall be made on the books of the cor
poratiOn by surrendering the ccrtifi-
cate thereof to the presiding officer.
who shall write the word cancelled
prominently across the face thereof
and erase the presidents signature
therefrom before issuing new ccrti-
ficate.
ARTICLE NIII--At all elections by,
or meetings of, the stockholders each
share shall be entitled to one vote. to
he east either by the person in whose
name the stock appears on the books of
this corporation at the time of the
voting. or by an attorney holding the
said stockholders written proxy.
ARTICLE IN-The business and cor
porate affairs of this corporation shall
Ice transacted by a board of directors
of not less than three directors. nor
more than five directors, to he COM
posed of stockholders thereof, and they.
and each of them shall he elected at
a meeting to be held for that purpose.
Any vacancies in the board of directors
SO elected shall be filled by the said
board of directors. Fred j. Allen, l..
w. Allen and r. y. Didalgo, all resi-
dents of the City of New Orleans, La,
shall constitute the first board of di-
rectOrS. and shall hold office until the
third Monday in January, 1928. or un-
til their successors are elected and
qualified. and each subsequent board
shall have their seats Immediately fol-
/ lowing the election, or as soon there
after as practicable, and shall hold
their office until their successors shall
have been elected and qualified. The
directors hereinabove named shall elect
their own officers. The stockholders
may at any time appoint the two add
tiOnal directors provided for in TINS
charter to serve concurrently with the
other directors herein named ON the
/ annually thereafter, an election for
/ directors by the stockholders shall he
I held at the office of the corporation
| after fifteen days notice thereof shall
/ have been given by notice mailed 10
! each stockhOlder at his last known ad-
| dress. Every board of directors shall,
| at its first meeting after its election
/ or as soon thereafter as practicable
elect from their own number presl'
/ dent, vice-preSdent and a treasurer
! The board of directors shall also elect
/ a secretary who may, or may not, he
| a member of the board The office oil
| the secretary and treasurer may be
| filled by one and the same person, al
/ the discretion of the board. A failure
to elect directors on the date above
| specified shall not dissolve the cor
| poration. but the then existing bOarC
! of directors shall continue in offic,
until their successors are elected. FIJI
] teen days prior notice shall be giveI
/ in the manner hereinabOve provided
| which notice. shall be full and com
plete notice to all stockholders OF sucf
meeting. Any director shall have TN
/ right to be represented at any meetlnt
of the board of directors of this cor
poration by an attorney holding the di
rector's written proxy. The maJorlt,
of the members of the said board o
directors shall constitute quorum 10
the transaction and management of al
business of said corporation. The,
may make such bylaws. rules an
regulations as they think proper 10
the transaction of the business an
affairs of said corporation.
ARTICLE X-This act of incorpOra
ton may be changed, modified or al
tered. or said corporation may be dls
solved with the assent of three-fourth
of the amount of present or repreSente
at any general meeting or the STOCK
holders of said corporation, convene
for that purpose, after previous motto
given in the manner hereinabove Sc
forth in Article IN. But any and a
l.. 4 10 he 70
the purpose of liquidation or for an
, purpose may be held at any time with
out notice by unanimous consent o
t all stockholders filed in writing by tn
secretary.
: ARTICLE XI-No stockholders sha
ever he liable for the contracts or fault
| of this corporation in any further SUI
than the unpaid balance due the con
pany on the shares owned by or sur
scribed for by him; nor snail any III
formality in the organization have IN
effect of rendering this charter nul
or of exposing the stockholders to an
= liability.
ARTICLE XII-Whenever this corp'
ration is dissolved. either by limitatlo
1 or from any other cause, its aftali
shall be liquidated under the superb
tendency of three stockholders, to !
chosen for that purpose by thTe'
u fourth in amount of the stockholuel
: present or represented at gener'
meeting of stockholders at which u
= election is held Said commissioner
: shall remain in office until the affair
u of said corporation shall have bee
u fully liuuidated. In case of the deaf
{ of one of the commissioners, refus
l or inability to act the remaining con
: missioners shall continue to act al
l. shall elect another stakeholder in u
: | place and stead of the commission
!; who has ceased to act.
9 This said charter shall serve as Il
o original subscription list, the su
;. scribers hereto having set OPPOSE
g their respective names the number
9 shares Of stock for which they ha
subscribed. -
Thus done and signed in my Off
, in the city of New Orleans, on the da
H. month and year first above written,
~ the presence of c. j. Estopinal and
n T Davilla, competent Witnesses resi-
= ing in this Parish, who hereunto sl
N their names with the said appeare
and me, notary after due reading
Is the whole.
Fred ]. Allen. $50 shares; Lange
"a Allen, $50 shares; F. Y. HidalgQ !
- shares; c. ]. Estopinal, S. T; Davil
- JOHN c. OCONNOR.
Dr Notary Public.
20 I. the undersigned Recorder of Mo-
- cages, in and for the parish of I
- leans, State of Louisiana, do here
- certify that the above and foregol
,s Act of Incorporation of the Fred
- Allen Company, Inc, was this q;
a. duly recorded in my office In 30
II New orleans. May 2, 1922.
III 1Signedl ROB'T. SCOTT