The herald., 1922-11-30
CHARTER.

generally, TO 90 ana perform All
appertaining to and incident TO the
carrying out and proper execution OF
the objects and purposes herelnaooNe
mentioned.
ARTICLE Iv-The capital stock of
this corporation is hereby fixed at the
sum of fifty thousand (s50,0OO.0Ol dol
lars and shall be divided into and rep
resented by five hundred shares OF the
common stock of the par value OF one
hundred dollars each.
Said stock shall be paid for In cash,
or by property. or services actuais
rendered to the corporation, or other
equivalent of cash, as provided by law,
and in such manner and at such time
and in such instruments as may be pre-
scribed by the board of directors.
This corporation shall become go
ing concern and shall be authorized TO
! commence business as soon as tlfty
per cent (5OG5) of its capital stock
shall have been subscribed, and fifty
per cent of all stock subscribed for
shall in fact have been paid for, either
! in cash or its equivalent.
! ARTICLE V-The capital stock or
! this corporation may be increased TO the
| sum of one hundred thousand slOO,-
! 600 00) dollars. by vote of two-thirds
| of all the stock present or represented
I at a special meeting called for that
purpose, or at a regular annual meet
ing of the corporation.
| ARTICLE VI-The stock of this cor
poraton can be transferred only on
the books of the corporation. and sub
ject to such regulations and formaities
as NAV he by the board of directors
from time to time prescribed. No
or otherwise dispose of his stock with
out first offering the same in writing
to the other stockholders, through the
board of directors, at price not ex,
ceeding the book value thereof; and
said stockholders. in proportion to their
holdings, shall have an option and first
right to purchase, at the book value or
such stock on December 31st last pre-
cedng. all the shares of stock to be
thus disposed OF by sale or otherwise
of any of the stockholders and shall
have a period of ten days in which TO
accept or decline to purchase said stock,
| then such stakeholder Is at liberty 10
sell or dispose OF the stock. and may 90
may deem fit.
Each share of stock is issued herein
upon the condition and understanding
that no stakeholder shall sell or other
! wise transfer his stock in violation
hereof, and any such sale or transfer
If made, shall be void. and this corpo-
ration shall be under no obligation 10
list said stock on its books or to regard
the holder of the certificate thereof.
ARTICLE VII-The corporate pow
ers of this corporation shall be vested
, in and exercised by board of not less
than three nor more than six directors.
at the option of the stockholders, two
to constitute quorum when there are
three directors: three to constitute a
, lquorum when there are more than three
= and less than six directors; ana -FOUR
r to constitute a quorum, should there De
= six directors,-fOr the TRANSACTION OF
/, business. Should any director be an
. sent, he may be represented by another
8 director, in accordance with the written
:. or telegraphic instructions given by
the absent director.
J, The first board of directors of this
! corporation shall be composed OF the
!; following: Isidore Marks, Frank r..
Riess ]. p. Marks: with the following
lsidoTe Msrks amS
: urer; J. p. Marks, secretary; ana they
l. shall serve until the second Wednes-
day of January, 1924.
: The directors shall be elected annu,,
y ally at a meeting held on the second
:, Wednesday of January. in each year
e after such date. Notice of said meet
u ing shall be given fifteen days prior
= to the date of said meeting. In writing.
:, sent by mail to each stakeholder, al
- his last known place of residence. Inc
n board of directors may change the aate
- of said annual meeting TO any osnei
10 sent at least fifteen days prior TO tnt
~ date to which said annual meeting shai
~ be changed, directed by mail 10 eac,
4, stakeholder, at his last known place o.
20 | residence.
,n Each stockholder shall, at such an
in nual meeting or other meeting genera
r or special, be entitled, in person or o!
III vote for each share of stock owned b!
We him. The election shall be held unde
of such rules and regulations as may o.
he from time to time determined py III
ty board of directors.
he The directors, when elected. shal
Or. hold office for one year. or until thel
all successors shall have been elected an
he qualified, and failure to hold the an
in nual meeting of stockholders, or Z
IL. elect annually directors. shall not oper
ed ate the forfeiture of this charter
n Any vacancy occurring in the boar
ng of directors may be filled by the direc
nd tors for the unexpired term.
49,. ARTICLE vIII-This charter and &C
Nc of Incorporation may be changed, modi
,ta fled. altered or amended by and wit
,s the consent of two-thirds of all IN
Oh | stock at a meeting general or specia
held for that t. an or siGn
iaI subject only to limitation as may D
lte by law provided; and this corporate
h ha shall have the right and power 70 II
me crease it's capital stock as hereinbefor
ne set out, and any increase of the capitf
I've stock in excess of the amount name
rs herein as the amount to which the cap
rs tai stock may be increased may .
a, made by a three-fourths vote Of a
w outstanding stock.
ARTICLE IX-Notice Of any and a
/. meetings referred to in this charte
the manner provided for giving notice
. in the case of election OF directors, {
by publication of such notice for IL
assn Says TO n n0s the city
~ New Orleans, unless the notice of sue
meeting shall have been waived; q
of stockholders and directors having y
of right by this charter to waive notice
his any time and for any meeting.
in ARTICLE Kin case of the dissol'
nd, ton, liquidation or termination of tn
the charter by Limitation or otherwise. q
or affairs of the corporation shall
ty- liquidated by one or more liquidato
a elected by a two-thirds vote OF u
md stockholders, who may provide u
ish number of said liquidators and We
the them with such power and authoril
ter as may be by law permitted, fixing q
lily terms and conditions upon which thu
lies shall serve and their compensate
led, and provide that in case of death al
ing disability of any one OF said liquid
of tors, the remaining liquidators may Z
'ro- the vacancy or continue TO act on D
Act half of the corporation.
the ARTICLE XI-No stakeholder or IN
to corporation shall be liable or respons
ma BILE for any costs, contracts, debts
CO. faults of this company or OF any or J
res officers nor shall any mere informali
ind in organization have the effect OF re
ons dering this charter null and void, or
nth exposing a stakeholder to any liabiii
OBJ beyond the unpaid balance due on
cles stock held by him.
hey ARTICLE XII-The subscribers hei
/: to have written opposite their nam
of the number of shares subscribed TO
less each of them, and their post office a
e IL dresses, so that this charter may ser
ave as a subscription list; all Of which 81