The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-13
CHARTER.

: may be needful, necessary, proper, useful
or convenient for effecting such objects
Z and purposes or either of them.
ARTICLE Iv-The authorized capital
! stock of this corporation is hereby fixed
at and declared to be the sum Of fifty
thousand (SJ0,0O0.O0) dollars. which capt
tai stock may be increased in the manner
provided by law to the sum of one hun
dred thousand (Sl00,000.O0) dollars.
The presently authorized capital stock
of this corporation shall consist of five
hundred 5000 shares of the par value of
one hundred (SIOOOO) dollars each; il
shall be represented by certificates, shall
be full paid and worcestershire when is
sued, shall be issued only for labor done
or for property actually received. or for
cash to be paid at such times and in such
amounts and after such notice as may be
determined by the board of directors and
shall be personal property. No transfer
of said capital stock shall be binding upon
| this corporation unless made in accord
aHce with its charter and bylaws and re-
| corded on the books thereof.
ARTICLE V-NO stakeholder may sell
assign or transfer his stock in this cor
poration without giving to the other
| stockholders, through the secretary of
! this corporation, notice in writing of such
intention, and the other stockholders
| shall have the right for a period of thirty
days from the delivery of such notice to
! the secretary, to purchase all or any part
| of the stock of such stakeholder for cash
| at the book value thereof, after which
| thirty days the said stock may be sold
without restriction.
| Whenever the employment of any stock
holder by this corporation is terminated
| either by DEATH resignation. dismissal.
! lapse of time or otherwise, the other
stockholders shall have the right for
thirty days from thu, date of such termi
nation to purchase all or any part of the
stock of such stakeholder for cash ut the
book value thereof. after which thirty
days the said stock may be sold without
restriction.
Other stockholders desiring to purchase
stock under this article must in due time
give notice of such desire to the secretary
of this corporation. In the event that the
other stockholders offer to buy more stock
than is offered for sale stockholders offer
ing to buy shall he entitled to buy the
offered stock in the ratio of their own
then stock holdings in this corporation
For the purposes of this article. the book
value shall be determined by the figures
as shown on the last financial statement.
No sale or other transfer OF assignment
Of stock in this corporation shall be valid |
until and unless opportunity to purchase |
such stock has first been given in the
manner heTenabOve provided to the other |
stockholders of this corporation; and this |
right so vested in the other stockholders |
shall follow into any hands into which il |
may pass any stock sold, transferred or |
assigned without such opportunity being |
given, and may be exercised against the
holder or holders thereof within ninety |
600 days after such stock is rendered for |
transfer on the books of this corporation.
and no transfer of any such stock shall |
be made on the books of this corporation
during the tendency of said ninety 600 |
day period.
ARTICLE VI-An the corporate powers
of this corporation shall be vested in and
exercised by board of four "a directors
each of whom shall hold in his own name
at least one share of the stock of this
corporation. Said board of directors
Shs h.4 ola tod nnn oil h..
day in July of each year beginning with
1923. All such elections shall be by bal
lot at the office of this corporation under -,
the supervision of three commissioners To
he appointed by the board of directors
and in the absence of any commissioner
the president shall have the power to ill ,
the place by appointment. OF all such A.,
elections as well as of all meetings of
stockholders. except for the purpose of
liquidation or dissolution or as otherwise | l
required by law. fifteen days notice shall 4
be given by mailing to each stakeholder
who appears as such on the books of this 1
corporation at his last designated address |
Or care of general delivery at New Or >
cans II he has not designated an address. U
notice stating the time and place of the Il
meeting. Each shareholder shall be en- /
tiled TO one vote for each share of stock e
standing in his name on the books Of this l
corporation, TO be cast in person or by II
roxy. and a majority of the votes east Il
mall elect. Failure to elect directors on y
he day above specified shall not dissolve AZ
his corporation, but the directors then i'm "A
'hice shall remain in office until their {
uccessors are elected and qualified. Due
lotice of another election shall forthwith s.
10 given as above provided for. and such o
otices Of election shall be continued to N
e given until an election is had. ii
ARTICLE VII-At Its first meeting. "a
ach board of directors shall elect from a.
Is membership a president vice. resi-
ent. secretary and treasurer, and e,
hall. from time TO time as ii sees nit, ap- al
ONT or employ such other employees as %,
shall deem necessary. The board of a,
irectOrs shall have full power and au- OF
1ority to fix the salaries of all officers a,
nd OF all such other employees as il NAV a.,
eem necessary, and to make and es-
iblish as well as to alter and amend all -
y-laws. rules and regulations necessary "a
M proper for the conduct and manage -.
lent of the business and affairs Of this y,
Drporatlon not inconsistent with this a,
larter; II shall also have full power and VI
lthority to do all acts and things reason
Oily necessary for the proper carrying on of
the business of this corporation and to 10
AIRY out the objects and purposes for 81
hich this corporation is organized, in 81
uding the borrowing of money necessary "
n the ordinary business operations of ST
us corporation. and through the presi- ';
INT or some other duly authorized person ye
persons to execute and issue therefor To
Dtes or other obligations of this CORPORA L.
on on such terms as in its judgment may 10
advantageous; 1t shall also have full to
III paid shares Of stock of this corpora sh
on for money, labor, services, property na
rights actually received by this corpor- tr,
ion, and to fill all vacancies that NAV
cur In its membership. majority of of
e directors present either in person or an
7 proxy shall constitute a quorum for a.
e transaction of any business and at no
~ meeting of the board any director alb NV,
mt therefrom may be represented by Pa,
oxy. , ,e'
ARTICLE VIII-Cntil the first annual
ection for directors to be held under this tor
arter, or until their duly qualified sue Oy
ssors are elected and installed. the ,
ard OF directors of this corporation nm,
all be composed of: Michael L. Calm rsa
hose post office address is New Orleans m.
l.; Percy +. Richards, whose post office trs
dress is New Orleans, La; Clarence IFS
chards. whose post Office address is ,.o,
wv orleans. La; and Samuel NJ. Mayer, do,
:, whose post office address is New Or to
ms, La; with Michael f. Calm. as presi-
mt; Percy +. Richards as vice president; Z
arence Richards as secretary and Samuel sh;
Mayer, Jr, as treasurer. col
ARTICLE IX-This charter may be iv
tended and the capital stock Of this cor ~ &C.
ration may be increased or decreased in Ii,
? method and manner provided by law CO..
now or hereafter in force. or
ARTlCLE Mo stakeholder of this tar
shall ever be held liable or re- e
onsible for the contracts or faults of at
s corporation In any further sum than ~.
unpaid balance on the stock for which III
has subscribed. nor shall any mere in 81, ~,
'mality In organization have the effect i ne
Ia ahn-