The herald., 1922-08-03
CHARTER.

of the call aforesaid - .,is
90 Should any of the stock OF TINS
corporation be owned by Mr. w II.
Irby at the time OF ms death, I'M
right to buy the same is hereDS given
are at that time officers or heads OF
departments in this corporation anu
who have been continuously eihPloyIJu
therein for at least i've years pr ha
exercised by any of such persons Shouih
ali not avail themselves of the priv
ilege The price of Such purchase SnSit
be determined by the executor Oh lnS
said Irby, and the same may be palu
i'm cash or within such delays ana on
such terms and conditions as may nc
agreed upon with the executor OF EI
that this right shall lapse unless
notice of intention to exercise inc
same shall be given the estate "IthIh
ninety days, and the transaction con-
summated within one year after saiu
Irby's death.
90 Certificates of stock to have IN
body or on face a reference 10 Ih4'
particular article OF Inc Gndrt sa as to
incornorate ana substitute therein the
following provisions, to-wit:
ARTICLE V. The date of the an,
nual meetings of this corporation Sii'tn
he January % OF cach year III ne; iieT
of January 10, as heretofore provided.
In addition to the officers preSehIS
provided for, there shall be an auul-
tlOnai officer TO De Known 40 niro..
of the Board, and the Board OF DlTeG-
tors shall have the power 10 eStaDIlsh
and create other officers Oh the oU I'll.
poration. There shall not DE given any
Notice by publication, as heretofore
prOvided: but in lieu OF Such hOtlce
and of the provisions regarding hotlSe,
any and all notices TO be given uIu t
th. charter or under the law Shall De
delivered in person or sent by regis
Tered mail not less than i've DAYS ne
tore any such meeting, and any meet.
ing may be adjourned to a suDSequeh'
date and the same held on the au-
iourned date without further notice.
Voting at all meetings shall be viva
voce instead of by ballot unless Il
vote by ballot is required by the stVch-
holders attending such meeting
All restrictions on the power of the
Board OF Directors to bOrroy money
and mortgage the property or the com
pany are eliminated and removed anu
all the corporate powers or the coipoI
alton shall be vested in the said Board
of Directors, 10 be exercised Dy IL
without reservation or restriction what
sOever. The Boair OF Directors iiia az
merge il with any other corporation
and /or sell and transfer the corporate
property in whole or IN part 10 4 new
corporation created for that purpose
or to any other corporation or person
uDon such terms and conditions as 10
price and method of payment, wlsther
cash, bonds, stock OF the puIcHdsliis
u
termined by the Board OF directors.
The power here conferred upon the
Board of Directors shall be exercised
by a majority vote in all cases. except
the sale or mortgage of the real prop
erty of the corporation, or OF the ehtire
corporate holdings; and in that IN
stance the power shall be exercised py
the board only as and when a majority
of the capital stock issued ana out.
standing is held by the members or
said Board of Directors, unless they
Ftl.ari rod q
majority of stockholders so to act all
of which shall be made to appear IN
the minutes of the meeting OF the
Board of Directors concerning the SUP
iect matter. Should the Board OF
Directors not hold or possess the ma
jority of the stock aforesaid, or not
have been specially authorized by sucn
majority TO vote Tor such saIe anu Vi
mortgage or purchase or merger, then
those questions shall be decided by the
majority of stockholders at a meeting
convened for that purpose, as hereto
fore provided in this charter ana the
amendments thereto.
5th. Said charter is further amended
by adding thereto new article, 10 pe
known as Article IN and to read as
follows:
ARTICLE IN. Any and all notices
required by this charter or by any
law of Louisiana now or hereafter pro-
vided, whether as to meetings OF stock
holders or of the Board OF Directors,
NAV be waived by the unanimous con-
sent of the stockholders or the BOARD
of Directors. as the case may be, such
waiver to be entered upon the minutes
of the meeting to which the same
applies.
9th. Save and except as herein
amended, the said original charter OF
the corporation shall remain in full
force and effect.
And said appearers have required me,
Notary, to cause this amendment TO
said charter to be duly recorded, pub
to the end that the same may be oper-
alive and binding on all persons VINO
are now or may hereafter become
stockholders OF said corporation, to be
otherwise interested therein or affect
ed thereby.
Thus done and signed at my office
in New Orleans, on the day, month
and year herein first above written,
in the presence of Louis c. Guidry and
III. G.. Price, competent witnesses, who
have hereunto signed their names with
the said appearers and me, Notary,
after reading of the whole
Original signed: George A. Where,
President; George w. Gum, Secretary.
Witnesses: Louis c. Guidry, II. q.
Price.
Notary Public.
I certify that this is a correct copy
of the original act of amendments to
charter of the Cloverlands Dairy Com
pany, passed before me on the 9th
day of July. 1922, the original of which
is on file in my notarial archives.
New Orleans, La, July %, 1922.
HENRY L. DART, JR.,
Notary Public.
Aug. 3-Sept.