The herald., 1922-04-27
CHARTER

! written notice to that effect, sent a
least ten days prior to the date to which
the said annual meeting shall be changed
directed by mail to each stakeholder, a
his last known place of residence.
Each stakeholder shall at such meet
! ing or other meeting, general or special
| be entitled in person or by written Of
| telegraphic proxy to one vote for eacl
share of stock owned by him. The elec
| ton shall be held under such rules ant
regulations as may be from time to tim,
| determined by the Board of Directors
| The directors, when elected, shall hole
| office for one year, or until their sue
cessors shall have been elected and quail
flied. 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
| Hereunder.
Any vacancy occurring in the Board
of Directors may be filled by a majority
| vote of the stockholders at a special
meeting called for that purpose, which
meeting shall be Immediately called
should a majority of the stockholders so
request. The power TO fill vacancies may
from time to 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 annual
shall have power and authority to sell,
lease OF exchange the entire property
and assets of the corporation, including
its goodwill and 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
of, for the purpose of effecting a CONSOLE
datiOn or merger, or to sell any part of
the assets of this corporation, or all Of
them. and to accept in connection with
..nh
any reorganization, as aforesaid, cash
bonds, notes or stock of the purchaser,
of the merging or recognizing 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; to
issue and deliver full paid shares of
stock or bonds for stock in other cor
pOrations, or other property; to make
and issue and secure by mortgage, pledge
or otherwise all obligations and evil
dences of Indebtedness of the corpora
tiOn, and generally, unless expressly linn
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 a meeting, or at any
subsequent date to which 1t 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 Whanayar q potiaa 80
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 |
purposes, unless otherwise provided by |
law, or otherwise specifically provided |
by this charter. Any and all notices re- |
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
ned. altered or amended with the assent |
IF the majority of the stockholders, and
he corporation may be dissolved by
vote of the outstanding stock
1t meeting of the stockholders con-
'ened for that purpose, after notice as
provided in this charter or as provided
~ law.
ARTICLE y. Upon the termination of
he charter or the dissolution of the cor
,oration its affairs shall he liauidated
~ three commissioners elected or APP
pointed in the manner provided by the
aw OF Louisiana now or hereafter in
orce. In the event of the death, resig-
lation or removal of any of said com
nissioners the survivors or survivor
hall continue to act, with all the powers
md authority of the full body; said
commissioners shall be vested with power
nj authority to do all things necessary
n permissible under the powers con-
erred on them by their appointment. or
nder the law, to wind up the business
4 the corporation; to sell and convey
is property at private or public sale;
o reduce its assets to money and dis
rlbute same among the stockholders
nd to hquidate the corporation.
ARTICLE NJ. No stakeholder shall be
ED liable or responsible for the con-
racts or faults of this corporation in
ny further sum than the unpaid bal
nee due to this corporation on the shares |
wned by him, nor shall any informality
organization have the effect of rem
ering this charter null or of exposing
he stockholders to any liability beyond
UGH unpaid balance.
ARTICLE XII. The subscribers hereto ;
ave written opposite their names the
lumber of shares subscribed to by each
ne OF them, and their postoffce ad- ,
ress, so that this charter may serve as
subscription list, all Of which subscrip- ,
ons are payable in the manner and form ,,
It out herein and as provided for in
ct 261 of the General Assembly of the ,
tate 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 :
bove written, in the presence of Morris ;
/. Redmann and Herman L. Barnett. ,
witnesses, who have hereunto !
gned their names, together with the :
lid appearers and me, Notary, after 7
fading Of the whole
Original signed) :
illnesses: .
NORRIS B. REDMANN.
HERMAN l.. BARNETT. =
tSeaU WILLIAM J. GUSTE, .
Notary Public.
l hereby certify the above and fore =
ping to be true and correct COPY of :
'igfnal act Of Incorporation on file in +
y notarial records.
WILLIAM J. GUSTE. $
Notary Public
Recorded In ParfAh of Orleans, Mort Z,
age Office. book 1868, folio ISL. n
pr. g. May IL 9
CHARTER OF =
WALKER q BEANIE, INC. \
state OF Louisiana, Parish Of Orleans. u
ty Of New Orleans. Be it known that
this twenty-seventh day Of the month +
March, In the year Of our Lord, one q
ousand nine hundred and twenty-five. \