The herald. [volume] (New Orleans, La.) 1905-1953, 1922-03-23
CHARTER.

operate and trade, either at "holeSaie
or retail, in all kinds of merchandise
without limitation, but especially in
shoes, slippers, boots and all kinds oil
foOtgear and hosiery, and articles gen
orally handled in connection Herewith;
and generally to carry on any other Dus-
mess which under the law it may be
entitled TO carry on, which may seem
to the corporation to be calculated,
directly or Indirectly, to effect the afore-
said objects and purposes, or either OF
Them or to facilitate the corporation in
the transaction of its aforesaid business
or businesses or any part thereof, or in
the transaction of any other lawful busl-
ness that may be calculated directly or
indirectly to enhance the value OF or TO
render profitable any of the corporations
property and rights, and generally 10
hold and exercise all such incidental
powers and privileges and to do and per.
form all things as relate to the objects
and purposes hereinabove set forth, or
as may be needful, necessary proper.
useful or convenient for effecting said
objects and purposes, or either of them.
ARTICLE ". The authorized capital
of this corporation is hereby fixed at ana
declared to be the sum of Ten Thousand
Dollars (S10,000O0), which capital stock
may be increased in the manner provided
| by law to the sum of Twenty-Five Ihou
sand Dollars (S25,OOOOO).
! The presently authorized capital stock
! of this corporation shall consist of one
hundred 900 shares of the par value
| of One Hundred Dollars (S1OO.OO) eacn; ;
| it shall be represented by certificates
shall be full paid and worcestershire
when issued. shall be issued only for
labor done or for property actually re-
| ceived or for cash to be paid at sucn
| times and in such amounts and after
such notice as may be determiIyd by the
Board of Directors, and shall be per
sonaI property. No transfer of said
capital stock shall be binding upon this
| corporation unless made in accordance
with its charter and bylaws, and re-
corded on the books thereof.
ARTICLE V. No stakeholder may sell,
assign or transfer his stock in this cor
poratiOn without giving to the other
! stockholders. through the Secretary
Treasurer of this corporation, notice In
| writing of such intention, and the other
| stockholders shall have the right for a
period of thirty days from the delivery
of such notice 10 the Secretary Treasurer
| TO purchase all or any part of the stock
of such stakeholder for cash at the book
value thereof, after which thirty days
the said stock may be sold without re-
strictiOn.
Whenever the employment of any
stakeholder by this corporation Is ter
minated. either by death, resignation, dis
misSal lapse of time or otherwise, the
other stockholders shall have the right
for thirty days from the date of such
termination to purchase all or any part
of the stock of such stakeholder for cash
at the book value thereof, after which
thirty days the said stock may be sold
without restriction.
Other stockholders desiring to pur-
chase stock under this article must in
due time give notice of such desire u
the Secretary Treasurer OF this corpor-
alton. In the event that the other stock
holders offer to buy more stock than Is
Loo sail holders Offering
buy shall be entitled to buy the offered
stock in the ratio of their then STOCK
holdings in this corporation. For the
purposes of this article, the book value
shall be determined by the figures as
shown on the last financial statement.
No sale or other transfer or assign
ment of stock in this corporation snail
be valid until and unless opportunity
to purchase such stock has first beer
given in the manner hereinaboye proyid
ed to the other stockholders Of this cor
poration; and this right so vested in tbs
other stockholders shall follow into any
hands into which it may pass any stoch
sold, transferred or assigned without
such opportunity being given, ana may
be exercised against the holder or holders
thereof within ninety 900 days after sucf
stock is rendered for transfer on the
books of this corporation, ana no trans
fer of any such stock shall be made OF
the books of this corporation during TN
|
| ARTICLE Vial the corporate power
of this corporation shall be vested in an'
, exercised by n board of three 90 directors
each of whom shall hold in his own nam
at least one share of the stock Of this cor
| poration. Said board of directors shal
be elected annually on the first legal da!
! in January of each year beginning Wit
1923. All such elections shall be by pal
lott at the office of this corporation un
der the supervision of three commissioner
| +. ha Cd nv directors
and in the absence of any commissions
= the president shall have the power to nj
I the place by appointment. Or all sue
elections as well as of all meetings Q
stockholders. except for the purpose O
liquidation or dissolution or as otherwls
I required by law, fifteen days notice sha
be given by mailing to each stockholde
who appears as such on the books of TIL
CORPORATION at his last designated address,
or care of general delivery at Montgomer
. Alabama, If he has not designated an ad
dress a notice stating the time and piac
of the meeting. Each shareholder sha
J be entitled to one vote for each share Q
{ stock standing in his name on the book
of this corporation, to be case in perso
or by proxy, and majority OF the vote
cast shall elect. Failure to elect director
4 solve this corporation, but the director
!, then in office shall remain in Office unit
their successors are elected ana qualIle'
y Due notice of another election shall forth
k such notices Of election shall be continue
r to be given until an election Is had.
@ ARTICLE VII-At its first meeting
q each board of directors shall elect froI
: its membership a president, vice-pres
dent, and a secretary treasurer, and shal
d. from time to time as 1t sees mt, appoir
= / or employ such other employees as 1t sha
D deem necessary. The board OF director
:, shall have full power and authority to n
$ the salaries of all officers and of all sue
other employees at 1t may deem nece:
: sary. and to make and establish, as We
e as to alter and amend all bylaws, rule
Il and regulations necessary and proper fc
Q the conduct and management OF the bus
: ness and affairs of this corporation not II
Y consistent with this charter; 1t shall ais
: have full power and authority to do
?, acts and things reasonably necessary for tf
i proper carrying on of the business OF Tn
|. corporation. and to carry out the Object
? and purposes for which this corporation
> lorganized, including the borrowing Of none
e necessary for the ordinary business oper
tons of this corporation, and through Il
4 president or some other duly authorize
!, person or persons to execute and 1sst
;. therefor notes or other obligations of tn
y corporation on such terms as in its jud
:; ment may be advantageous; it shall ais
o have full power and authority to issue an
% deliver full paid shares of stock OF tn
4. corporation for money, labor, service
e property or rights actually received
It this corporation, and to fill all vacanci'
r that may occur in its membership. A mi
y jority of the directors present either
r person or by proxy shall constitute
d quorum for the transaction of any bus
g. ness, and at any meeting of the board ar