The herald. [volume] (New Orleans, La.) 1905-1953, 1922-03-30
CHARTER.

pOratiOn, or Tor services rehueieu anu
labor performed. The capital stock may
be Increased to Fifty Thousand Dollars
$50 O00O0).
No stock shall be sold or transferred
until an opportunity is first afforded all
other stockholders of record TO purchase
said shares of stock at book value, as
shown by the inventory preceding such .
notice Written notice shall be given /
by the owner to the Board OF directors
for the use and bepetit OF such other
stockholders; it shall be transhi,IeG
without delay by the Board to them, ana /
must be accepted within thirty days
from receipt of the Boards notice ana
paid for in cash within ninety days from
such notice. The stockholders shaH nave
the right to buy said shares in proper I
ton To their holdings. and any shares
not taken in proportion may be taken
by the other shareholders. Failure OF
the stockholders to buy shall by the mere
expiration of the time limit release the
stockholders from the effect OF this pro-
vision.
No stock shall be held in this cor
marathon by employees, who are not ON.
GERS. except such as has been subscrloeu
for in this charter, or when may pe
transferred with the consent Of the Board
of Directors TO such employees al the
time of or during employment. men
ever such employment ceases throush
death, resignation, dismissal OF olheI,
wise the Board of Directors shall can
the stock Of that person for transfer 10
the other stockholders, as provided IN
this charter: but the price 20 be pald
shall be book vaHe as per inventory last
preceding such call: the said price shah
be paid in cash within sixty days from
such call No stock held or controlled
by such employees shall participate III
any new stock hereafter authorized ana
issued or in any stock hereafter 10 ne
issued when sold under the preceding
provisions, unless with the consent OF
the Board of Directors expressed Oy res
olutions entered on the minutes. FOR
the purposes of this article. the inven-
| tory and books shall be closed as OF June
Both and December 3lst, in each year
/ from and after December 3lst. l922. Inc
/ substance of the foregoing provisions
/ shall be stated briefly and succinctly In
/ or on the face of each certificate OF stock,
| and shall be conclusive evidence ana
notice TO all persons dealing Herewith.
/ The Board of Directors is HEREBY con
| stituted the agent OF the stockhoIuers
/ for the purpose of enforcing ana carry
/ ing out the foregoing provisions
ARTICLE V. All of the corporate
/ mowers vested by law or this charter
] in corporations shall be exercised by the
Board of Directors of this corporation
! including the right to manage, controi
and direct the affairs of the corporation.
tho corporate policy and to sell the cor
poratiOn or merge the same into announcer
| corporatiOn, and to take In payment OF
any such sale of merger, cash oohus,
notes or stock of the purchasing OF
merging corporation, or OF ne" f1r
poration, created for the purpose. with
ont the necessity OF referring either or
any of said acts TO the stockholders.
Tn Board of Directors of this corpor-
alton shall be composed of four STOCK
holders. who shall be elected annually Oh
the first Tuesday of February, OF each
wear The first Board of Directors OF
"
Peter +. Pescud, Edward l.. Sarrat'
lanes Fernon and Linden +. Braud, VINO
shall hold office until the next annual
meeting on the first Tuesday OF febru'
ary. 1928 with Peter F. Pescud as Pres
ident James FernOn as Nice-Preslueh,'
Linden F. Braud a. Secretary. ana Ed
ward l.. Sarrat as Treasurer. The cleo
ton of the Board Of Directors shall DC
preceded by three days written notice
TO the stockholders. delivered in person
or. sent by mail to the address given IL
the current city directory, unless th'
address Of such stockhoIder shall nave
been registered with the Secretary, ahC
! in default of either. care OF General lie
livery. New Orleans, La; Inc elec1,oi
/, shall be held at the office OF the cor
T poration at such hour as may be nxet
nv the incumbent Board of Director
and under the supervision Of three t3
commissioners appointed by the same
At such election each stakeholder shai
. OF the capital stock held by him, an'
the persons receiving the highest mum
|, Der of votes cast at said election sinai
{ be declared elected. and the Board
Directors thus elected SHAH meet am
! organize as soon after said election
possible. A majority Of the whole Boar
shall constitute a quorum, ana Direc
tors absent or unable to attend ma
authorize directors present to represeh
them by written proxy hled with IN
-,,Hn al ha
;. absentees could exercise II present
person.
= All routine business matters shall o
decided by the majority vote Of tn
quorum present at such meeting: mol
4 withstanding anything in this charte
4 or the law to the contrary out any MAJ
3 ter or thing affecting the general polio.
Q property or corporate rights of the col
: poration shall be adopted only by Tn
), vote of the majority of stock held o
:. the individual members of the whol
/, Board of Directors, and proper minut
q | entries shall be made to show these fact
A The Board of Directors may estabis
q bylaws rules and regulations for IN
A government of the corporation, and
i may also create committees for the mar
v agement of the several departments
g its business, including an ExecutlN
! Committee Of not less than three q
q members of the Board, which committe
IS shall be empowered to exercise all IN
, functions of the Board of Directors du
/. ing the recess of this Board. save tho'
A herein reserved for the full Board. II
r. Board of Directors shall fill vacanci'
=. occurring in this body during the teri
10 thereof. Meetings of the Board of Dire
: tors NAV be held at such times as sha
Re be set by the Board itself or at the ca
ir of the President and at the request
any two stockholders.
~ ARTICLE vi. This charter may
+. amended and the capital stock increase
or and decreased with the consent of tw
m thirds of all of its stock expressed
" a meeting called for that purpose, or
~ any other way permitted by law.
Re ARTICLE VII. This charter may
TO dissolved with the consent OF two-thlr'
le of the issued and outstanding capt.
to stock expressed at a meeting called r
v that purpose or in any way permit.
h, by law. Upon the dissolution OF q
1: corporation by limitation or otherwis
g. the stockholders shall elect from amor
or their number one or more hquldatol
r. and fix the terms. conditions and oth
I'd provisions regarding the liquidation,
rs well as the compensation Of the hqu
I'd dators.
n ARTICLE VIII. No stakeholder sh,
n ever be held liable or responsible
nd the contracts or faults of this corpo
alton in any further sum than the u
is paid balance due this corporation on I
w shares owned by him. nor shall a.
n. mere informality in the organizati
a, have the effect of rendering this chart
a. null or of exposing the stockholders
% any liability beyond ang unpaid balan
II