The herald., 1922-02-09
CHARTER.

after each Of the other stockholders shall
have taken and paid for the amount OF
stock which he or she desires TO buy, and
to which he or she is entitled, then the
remainder untaken shall be open for pur-
chase by the corporation itself; and I'M
less prohibited by law, the corporation
may itself use and apply its surplus
earnings or accumulated profits TO the
purchase from any stakeholder. desiring
to sell of any portion of that stockhold-
er's stock which none of the other stock
holders may desire to acquire, ut the
book value thereof; provided, that the
corporation shall not apply any of its
capital to the purchase of such stock, but
shall always maintain its capital unim-
paired. The corporation shall have the
right to refuse To transfer any stock ;"
long as the shareholder demanding the
transfer is in any way indebted TO the
corporation, and the corporation shall
have lien, pledge and privilege on each
share Of stock 10 secure any Indebtedness
due by the shareholder to the corpora
ton. should any of the stock offered
for sale he not desired by the other stock
holders, and should the corporation itself
be unwilling or unable to purchase any
Of the same out of its surplus earnings,
within ten days from the receipt at thv
corporations office of the written offer
to sell, then, and then only, shall the
stakeholder desiring to sell be entitled
TO transfer such undesired portion of the
stock TO such person or persons. and al
such price as he or she may see fit. The
provisions of this article shall be printed
upon the face of each certificate of stock
issued by the corporation, and shall be
binding upon every person now or here
after becoming stakeholder in this cor
pOratiOn, all of whom agree to the pro-
visions hereof and take such stock sub
ject thereto; and all pledges, hypOtheca-
tiOns or other encumbranceS of said
stock. or dealings with regard thereto
shall be subject to the provisions hereof.
ARTICLE V. "All the powers of this
corporation shall be vested in a Board
composed Of not less than seven nor more
than eleven directors. The precise NUM-
Der of the directors within said limits
shall Ice liked from time to time by vote
of the stockholders at the annual meet
ings or at special meeting called for
that purpose; provided. that in the in
teryal between stockholders meetings the
Board itself may elect additional direc
tors within the maximum limit above.
provided that the stockholders shall not
have elected same. \ majority of the
Board shall constitute n quorum. Said
Board of Directors shall be elected an
nually at a stockholders meeting to be
held annually at the office of the corpOr-
alton on the third Tuesday in January
of each year tor the next legal day il
that be holiday, after notice given to
each stakeholder by mail at least fifteen
days before the date of the meeting, ad
dressed to the last designated address Of
the stockholders; or, II he has designat-
y
at New Orleans. Special meetings of the
stockholders may be called by the Board
at any time, and notice thereof shall be
given in the manner provided for annual
meetings: provided, that in all cases all
notice may be waived by unanimous con-
sent. Each shareholder, shall be entitled
TO one vote for each share of stock stand
ing in his name on the books of the
corporation, said vote TO be cast in per-
son or by proxy, and a majority of tn"
votes cast shall elect. Failure to elect
directors on the day above specified shall
not dissolve the corporation, but the
directors then in office shall remain in
office until their successors are elected
The Board of Directors shall have power
to fill all vacancies which may occur, or
in any manner arise or be created on
the Board, even though no quorum re-
main at the time such vacancies are to
he filled. The Board shall elect from
their number a President, Weep resi-
dent and Il Secretary Treasurer; prOvid-
ed, that from time to time the Board may
dispense with any Of said officers and /or
may combine and Tor separate any of
them and or may elect such other officers
as they may think proper or convenient
for the carrying out of the company $
business, and may provide that such Of
ficers may not be members of the Board
of Directors: and they shall fix the sal
aries of the officers. agents and en-
ployees. At any meeting of the Board
of Directors. any director absent from
the meeting may be represented by any
other director who may cast the vote of
the absent director according to the writ
ten instructions, either general or spe-
cial. of said absent director. The Board
of Directors shall have authority to make
and establish, as well as alter and amend.
all bylaws, rules and regulations neces
sary and proper for the support and man.
agement of the business and affairs OF
this corporation and not inconsistent
with this charter; and they shall have
l . h - ..sw H.. -
money and the issuance of notes. and the
execution of pledges and mortgages, and
generally to do all things necessary OF
| convenient for the proper carrying on
of the business of the corporation.
Until a general meeting OF the stock
holders for election of directors to be
held in 1922, or until their duly qualified
| successors are elected and installed, the
Board Of Directors shall be composed OF
the following: Felix p. Vaccaro, 34i
Camp street, New Orleans, La; Salvador
D'Antoni, 344 Camp street, New Orleans
La; r. p. Batson, 325 Camp street, New
Orleans, La; T. J. De Mond, Chalmette
La; Monte NJ. Lemann, 1104 Hibernia
building, New Orleans. La. Provided
that the Board above named and any sue.
ceeding Board may choose additional
directors within the total numerical limit
of the Board whenever such total limit
shall not have been filed by the stock
holders. OF the foregoing directors, Felix
| p. Vaccaro shall be President; Salvador
| D'Antoni, Vice President and r. p. Bat
son, Secretary Treasurer"
And the said appearers declared that
they appeared before me, Notary, In
order that said amendment might be es-
tablished and recorded as required by
law.
Thus done and passed in my office al
New Orleans. La, on the day, month and
year first hereinabove written, in the
presence Of Shirley Hoffman and Annie
l.. Mercier, competent witnesses. who
said appearers and me, Notary, after
| reading of the whole
| Original Signedl
| l.. VACCARO.
r. p. BATSON. =.
Witnesses:
| SHIRLEY HOFFMAN,
| ANNIE l.. MERCER.
WATTS K. LEVERICH,
| Notary Public.
True Copy.
I, the undersigned Recorder or Mort
| cages in and for the Parish of Orleans
| State of Louisiana, do hereby certify tha
the above and foregoing act of amend
ment of the incorporation of CHAL-
METTE OIL AND REFINING CO., INC.
was this day duly recorded in my Office
in book 1868. folio
| New Orleans, January =, 1922.
| (Signed) ROBERT SCOTT,
| Deputy Recorder.
CHARTER OF
| JOS. SAMUEL CO.. INC.
United States Of America, State d
| Louisiana, Parish of Orleans, City o.
/ New Orleans. Be IL known that on thi