The herald., 1922-02-16
CHARTER.

This corporation shall become a goina
'oacern and be authorized to do business
"a soon IS all of its capital stock shall
Fave been subscribed and paid for.
The amount to which the capital stock
OF t;ls corporation may be increased
shall be the sum of Five Hundred Thou.
sand Dollars $500, OOO.O0l.
No stakeholder shall have the right to
sell or otherwise dispose of any stock
Of this corporation without first offering
the same in writing to the Board OF
directors of this corporation, through its
President, which Board shall have ten
ClO) days within which to accept or re-
tuse the offer. but said board of direc-
tors shall have the right to purchase any
STOCK so offered OF any part thereof
at its book value irrespective of what
price may have been offered for said
stock by anyone. Should said board of
directors fail to avail itself of said
privilege within said period of time. the
said stock may be offered and sold to
any others person or persons.
ARTICLE VAN of the corporate powers
OF this corporation shall be vested in
and exercised by Board Of Directors.
composed Of five 10y stockholders, three
10 or whom shall constitute a quorum.
Said directors shall be elected annually
on the first Monday in March of each
year at general meeting of the stock
holders, except the first board of direc
tors appointed in this charter who shall
in March, 1923. or until their successors
shall have been duly elected and qualified.
All such elections shall be held by ballot
and conducted at the office of the cor
poration under the supervision of two
(2) commissioners to be appointed by the
board of directors. Notice of such meet
ings and Of all other stockholders meet
ings shall be given in the manner pre-
scribed by law, and when not so pre-
scribed, then written notice OF such meet
ings shall he designated. at least fifteen
tl5) days prior to the date of such meet
ing. in the post office of the City of
New Orleans, postage prepaid, properly
addressed to each stakeholder at his last
known residence or place of business.
At all such elections and at all cor
p0rate meetings every stakeholder shall
he entitled To one vote for each share of
stock standing in his name on the books
OF the corporation, to be cast by him in
pe-sOn or by his written proxy, and a
majority of the votes cast shall elect.
Any va"ancy or vacancies occurring
among the directors by death. resigna-
ton or otherwise. shall be filled by cleo
tiOn for the uneNpired term by the re-
naming directors.
The failure to elect directors on the day
above specified shall not dissolve the
corporation, nor impair its corporate ex-
iStence or management, but the direc-
tors then in office shall remain in office
until their successors are elected and
qralified.
The board of directors shall. annually,
1T its first meeting after election. elect
from its own number a President. one or
more Vice Presidents, a Secretary and a
I Treasurer. or il may elect one person who
shall lie both Secretary and Treasurer.
who need not he a member of the board
OF directors. The board of directors may
also elect one or more assistant secre-
taries, neither of whom need be members
Of the board or stockholders in this cor
poration. The board of directors shall
have power and authority to name and
appoint all such other officers, agents and
employees as may be deemed necessary
for the purposes and business OF this
Said board shall have power
and authority to fix the compensation and
define the duties OF every officer and en-
ployee. and all officers and employees
shall hold office and employment at the
pleasure Of said board.
Said board may make and establish as
well as alter and amend. any and all
bylaws, rules and regulations necessary
and proper in its judgment for the con-
duet. support and management of the bust
ness and affairs of said corporation.
At all meetings Of said board OF direc-
tors, each director shall have the right
TO appoint from amongst the directors a
proxy to act in his place and stead.
The said board shall have full power
and authority to borrow money, execute
mortgages. and create liens: TO issue bonds,
notes Ond other obligations, and to Sc
otherwise; and. generally. to exercise all
The corporate powers and to do any and
all things reasonable. convenient and nee
essary for the proper carrying on OF the
business and affairs of said corporation.
Said board may issue full paid shares
Df stock for cash or in payment of labor
lone and performed for said corporation,
Or property actually received by said cor
pOration, upon complying with the formal
tiles required by law.
;S
lion shall he dissolved. either by limita-
ion or from any other cause. its affairs
shall be liquidated by two (2) commits
sioners to be appointed from amongst the
at general meeting OF the
convened for such purpose;
TWO thirds in amount Of the capital stock
II said corporation represented at such
meeting shall be necessary to elect. Said
shall remain in office until
he affairs of said corporation shall be
'ully liQuidated. In case Of the death of
,ne or more of the commissioners. the
iacancy or vacancies shall be filed by
election by the surviving commissioners.
Said commissioners shall hold all powers
conferred upon them by law or by the
at such meeting. IL not in
consistent with law.
ARTICLE Vino stockholder shall
,ver be held liable or responsible for the
contracts. faults or debts of said corpora
ion in any further sum than the unpaid
he shares of stock owned by him, nor
hall any mere informality in organiza-
ion have the effect of rendering this
,harter null or Of exposing a stakeholder
o any liability beyond the unpaid balance.
1 any, remaining due on his or her
tock.
ARTICLB vIII-This Act Of Incorpora-
ion may be changed. modified or amended, !
n the Capital Stock of this corporation
nay be increased or decreased, or said |
corporation may be dissolved in the man. |
Ter now or hereafter provided by law. |
ARTICLE IX.-The following shall con- |
titute the first Board of Directors Of this
corporation: Mr.. J. l.. Onorato, New Or
cans. La: Mr.. r.. W. Wilmot, New Or
cans. La: Mr.. c. p. Ellis, New Orleans, |
"a: Mr.. Hugh McCloskey, New Orleans, |
"a; Mr.. r. s. Hecht. New Orleans. La;
md the following shall be the officers
II the company: Mr.. J. l.. Onorato. Presf- |
lent; Mr.. r. W. Wilmot vice-President:
ind Mr.. II. c. Nomayer, Secretary and
Treasurer.
The subscribers to the capital stock Of
aid corporation and their respective ad- |
iresses are: J. L. Onorato. 343 Caron- |
lelet Street. New Orleans. La. 8 shares
:, p. Ellis. Hibernia Bank Building, New
orleans, La, Z shares; Hugh McCloskey, |
16 Magazine Street, New Orleans, La.
shares; r. w. wilmot, Hibernia Bank
Building. New Orleans, La, 5 shares: r.
!. Hecht Hibernia Bank Building, New
orleans, La. shares: J. l.. Onorato,
trustee. 343 Carondelet Street, New Or
cans, La, 20 shares.
ARTICLE X-The subscribers hereto |
AVE respectively written opposite their |
James the amount of stock in this cor |
,oration subscribed for by each Of them |
% that this act OF Incorporation may also |
erve as the original subscription list Of