The herald., 1922-04-20
CHARTER

! written notice to that effect, sent al
/ least ten days prior to the date to which
the said annual meeting shall be- changed
( directed b. mail to each stakeholder, al
his last known place of residence.
Each stakeholder shall at such meet.
ing or other meeting, general or special
be entitled i'll person or by written o;
Geographic proxy 10 one vote for eacA
share ~ stock owned by him. The elrc-
ton shall be held under such rules and
regulations as may be from time to tim,
. determined by the Board of Directors
The directors, when elected, shall hold
office Tor one year, or until their sue
ceSsors shall have been elected and quail
iHed, and failure to hold the annual
meeting OF Stockholders or to elect an
nually directors shall not operate the
forfeiture OF this charter or any rights
thrreundeT.
Any vacancy occurring in the Board
OF Directors may be filled by majority
vote Of the stockholders. at a special
meeting called Tor that purpose which
meeting shall be Immediately called
should Il majority of the stockholders so
request The power TO nil vacancies may
from time 10 time be vested in the Board
by the stockholders at any annual or
special meeting.
The directors, if authorized by a vote
Of twO-thirds of the outstanding shares
of the corporation, given at AN annual
% Spttidi meeting OF tue StOChHpiutESs
shall have power and authority To sell,
lease or exchange the entire property
and assets Of the corporation, including
its good VIII ana rights, to any cOrpOr-
alton. firm or person. under the laws Of
this or any other state. or to transfer
any of such properties, or any part there
o., Tor the purpose Of rGectin- a COnSOll-
datiou or merger or TO sell any part OF
the assets OF this corporation, or all OF
them. and to accept in connection wiz
any such sale, or any such merger, or
any reorganization. as aforesaid, cash
bonds. notes or stock of the purchaser,
or 81 the merging or reorganizng com
pany, or of any new corporation; or
such power can be vested generally in
the Board of Directors, without neces-
sity thereafter OF the vote of the stock
holders. by a vote of two-thirds of the
outstanding stock, at a regular or special
meeting called for that purpose.
The Board of Directors shall have
power, without vote of the stockholders,
TO make, alter and amend bylaws; Ia
issue and deliver full paid shares of
stock or bonds for stock in other cor
poratiOES, or other property; TO make
and issue and secure by mortgage pledge
or otherwise all obligations and evil
dences OF indebtedness Of the corpora
ton, and generally, unless expressly lin
tied by the charter, TO do any and all
things in the advancement of the bust
ness and affairs of the corporation.
The Board of Directors shall elect
from their number President, Vice
President, and Secretary and Treasurer,
or may separate these two latter offices.
Failure to hold annual meeting or to
elect directors at meeting. or at any
subsequent date TO which it was ad-
journed, shall not dissolve the corpora
ton, but the board and officers shall
continue TO hold their positions until
their successors are elected.
ARTICLE VIII. Whenever a notice is
required by law or by this charter to
be given, the same may be given in per-
son, or at the address recorded with the
Secretary, or at the last known address
of the person concerned. Twenty four
hours notice will be sufficient for all
unless otherwise provided by
law, or otherwise specifically provided
quired may be waived by written or
Geographic consent of the stakeholder or
director.
ARTICLE IN This charter and act
of incorporation may be changed, mod
ined. altered or amended with the assent
Of the majority of the stockholders, and
the corporation may be dissolved by
two-thirds vote of the outstanding stock
at a meeting of the stockholders con
'ened for that purpose. after notice as
provided in this charter or as provided
by law.
the charter or the dissolution OF the cor
pOratiOn its affairs shall he liquidated
by three commissioners elected or ap-
pointed in the manner provided by the
law of Louisiana now or hereafter in
force. In the event of the death. resig-
nation or removal of any of said com
missioners the survivors or survivor
shall continue to act, with all the powers |
and authority Of the full body; said |
shall be vested with power
and authority to do all things necessary
Or permissible under the powers con- |
ferred on them by their appointment or |
under the law. to wind up the business |
IF the corporation: to sell and convey |
its property at private or public SALE |
10 reduce its assets to money and dis |
tribute same among the stockholders, !
and to iquidate the corporation.
ARTICLE NJ. No stakeholder shall be
held liable or responsible for the con-
tracts or faults of this corporation in |
any further sum than the unpaid bal |
ince due to this corporation on the shares |
owned by him, nor shall any informality |
n organization have the effect Of rem |
lering this charter null or of exposing |
he stockholders to any liability beyond |
such unpaid balance.
ARTICLE MI. The subscribers hereto
have written opposite their names the
number Of shares subscribed to by each
me of them, and their postoffice ad-
subscription list, all of which subscrip-
ions are payable in the manner and form
set out herein and as provided for in
Yet 267 of the General Assembly Of the
State of Louisiana of 1914.
Thus done and passed at my office, in
he City of New Orleans, Louisiana. on
he day, month and year herein first
Ibove written, in the presence OF. Morris
;. Redmann and Herman l.. Barnett
Competent witnesses, who have hereunto
igned their names, together with the
aid appearers and me, Notary, after
eading of the whole.
Original signed)
Witnesses:
NORRIS =. REDMANN
HERMAN L. BARNETT.
(SeaD WILLIAM J. GUSTE.
Notary Public.
/ hereby certify the above and fore
,oing to be a true and correct copy OF
riginal act of incorporation on file in
ny notarial records.
WILLIAM J. GUSTE.
Notary Public.
Recorded in Parish Of Orleans. Mort
age Office, book 1858. folio Isl.
Ipr. 6-May IL
CHARTER OF
WALKER & BEANIE. INC.
Nnf II - a.