The herald., 1922-12-28
CHARTER.

nerson or by written proxy, for each shar
of the capital stock held by the s,oeh
holder or the stakeholder may send M
| vote by letter, the signature Of whicl
| must be acknowledged before a nQtar.
public or other officer authorized to TAX
affidavits.
ARTICLE y-The corporate powers o
this corporation shall be vested IN ah'
| exercised by a board of directors 10 p'
composed OF eleven stockholders TO D'
elected annually at a general meeting o
the stockholders TO be held on the thlr'
Tuesday in January OF each year; ma
iority Of the board of directors shall con
stitute quorum for the transaction o.
business unless the bylaws OF this cor
poration. adopted by the board OF dlrec
TORS shall provide for lesser NUMBER
Notice of such meeting and OF all othel
stockholders meetings shall be given u!
written notice addressed to each STOCK
holder at his last known place OF resi-.
dence and deposited in the post Office ai
meeting. In case the law should prescribe
a different notice then and in that eveh'
the notice TO said stockholders snail De
as required by law.
ANY vacancy occurring among the d.
roctors of this organization by DEAN,
resignation or otherwise, shall be hlltd
by election for the uneXpired term by the
remaining directors. And the SAID boaru
shall likewise elect additional members III
case they should determine 10 increase the
number of said board.
The board of directors may, from time
to time name and appoint all such other
officers, including one or more wee presl-
dents or agents, as it may be necessary
poration, as well as the salary or com
pensation and the powers and duties, OF
every officer, agent and employee, shaii
be liked and defined by the board OF al,
rectors and all such officers, agents ana
employees shall hold office and employ
ment at the pleasure of the board of di-
rectors: and all officers and directors
shall hold Office at the pleasure or the
stockholders who may displace or eject
the successors Of any one or al! OF them
at any time, at a meeting called for That
purpose, by notice delivered either per
sonally to the stakeholder or deposited In
the post Office at his last known address
fifteen days before the date of such meet
ing.
The president may at any time call
such meeting and if the president or Of
ficers of the corporation refuse or fail To
call such meeting when requested 10 DO
so by the holder or holders of twenty five
per cent of the stock of this corporation.
then such holder or holders OF said stock
may call such meeting after giving the
notice hereinaboye mentioned, at the OF
flee Of the corporation. If. for any reason
the use of the office Of the corporation Is
refused, or ii cannot be used Tor such
meeting, then the caller or callers OF such
meeting may hold such meeting elsewhere
The said board shall also elect at said
meeting secretary and a treasurer. or
one person may be elected to act in both
capacities, either of whom may or may
not be q member of said board.
The board of directors may make ana
establish as well as alter and amend, all
such bylaws, rules, and regulations NOT
inconsistent herewith, and deemed neces,
sary and proper for the management ana
affairs of this corporation, and said board
of directors, which is hereby clothed with
all the corporate powers OF this corpora
ton, shall have full power and authority
to acquire by purchase or otherwise,
property, real, personal and mixed. and
sell, convey, mortgage, hypothecate, lease
and pledge the same. borrow and Iend
money, issue notes and bonds or mortgage
and hypothecate same to secure said
loans; to make or sign contracts or cause
same to be made and signed by officers
and directors, especially or generally au
thorized for that purpose, and TO 90 any
and all things reasonable, convenient or
necessary for the proper conduct OF the
business and affairs Of this corporation.
The first board of directors and Officers
Of this corporation shall consist Of; JULIUS
No. 157 DelarOnde Street, New Orleans,
La; Edward W. Burgis, whose post office
address Is No. 52S BOuny Street, New Or
leans, Louisiana; Frank c. Duvic' whose
post Office address is No. 1913 Morgan
street, New Orleans. Louisiana; Herbert
l.. Harding, whose post office address Is
701 OpelOusas Avenue, New orleans, Louis.
lana; William J. Hennessey; whose post
New Orleans. Louisiana; George Herbert,
Jr., whose post Office address is NO. 2V9
Olivier Street, New Orleans. Louisiana /;
dress is No. sO5 Vallette Street. New Or
leans, Louisiana; DIR. Charles V. Kraft,
whose post office address is No. 500 YER
ret Street, New Orleans, Louisiana; Ralph
225 Lavergne Street New Orleans. Louis
lana; August Schabel. whose post office
address is No. 601 Patterson Street. New
Orleans, Louisiana: Adolph Spitzfaden:
Pelican Avenue. New Orleans, Louisiana !:
with August Schabel, as president; Julius
Bodenger, vice-president: DIR: Alfred Z.
King, vice-president, and Adolph Spitz-
shall hold Office until the third Tuesday
in January, 1924, or until their SUCCESSORS
shall be duly elected and qualified;
A failure to elect directors on the date
specified for their election shah not dis
solve this corporation, or impair its cor
porate existence or management, but the
directors then in office shall remain in Of
fee until their successors shall have been
duly elected and qualified.
ARTICLE vI-This act Of incorpora
ton may be modified. changed, altered or
amended or the capital stock Of this cor
poration may be increased or decreased
or this corporation may be dissolved with
the assent of two-thirds of the outstand-
ing stock of this corporation present or
represented at a general meeting of the
stockholders convened for such purpose
or purposes, after previous notice OF such
meeting shall have been given to each
stakeholder either in person or by notice
addressed to him at his last known place
of business, and deposited in the mail of
the United States at least fifteen days
previous to the date Of said meeting. IN
less other notice for a meeting of such
character be prescribed by law. in which
event the said notice shall be given in
conformity with the requirements Of said
law.
Upon the dissolution of this corporation
either by limitation or for any other cause
the stockholders at general meeting
called and convened after due notice In
the manner hereinabove provided, shall
elect from among their number three
liquidators. with full power to sell and
liquidate its affairs, collect the outstand-
ing debts. sell and convey the property.
pay its debts, and divide the remaining
money among the stockholders, and invest
them in such other power and authority
as may be necessary and permitted by
law; the said liquidators shall remain in
office until the affairs Of this corporation
shall have been fully liquidated. and in
case of death or disability Of any one Of
said liquidators. the remaining liquida-
tors may fill the vacancy or continue to
act on behalf of the corporation, and in
the event of disagreement among said
liquidators, the action Of the majority
shall prevail and be binding.