The herald. [volume] (New Orleans, La.) 1905-1953, 1922-06-08
CHARTER.

erclSed Dy the BOARD or directors or thl
corporation. The power here granted shall
include the right to sell the corporation
to merge the same with any other cor
pOration, to fix the price of such sale OF
the terms OF such merger, and to receive
| in payment or satisfaction thereof
moneys. shares of stock. or obligations o.
| the purchaser or merging corporation a.
in the judgment of the board of directors
shall be determined. Any action taken by
the board regarding the sale or merger OF
this corporation shall be determined by
| the number of shares voting and not by
| the number of directors. and IL shall not
| be adopted unless four ffthS of the Who'll,
| stock of the corporation have Deen voted
| through said directors in the affirmative
| Any member of the board of directors
may be represented at a meeting by d
written proxy to stakeholder of the cor
| pOratiOn.
| The board of directors shall be com
posed of not less than three and not
| more than five stockholders. shall be
! determined by the first board of directors.
| The power to increase its membership
here expressly conferred upon the first
| board of directors having been exercised
by II, shall not hereafter be used and any
further change in this provision shall be
made by the stock holderS. The first board
of directors shall be composed of the fol
lowing subscribers to this charter:
Charles &. Cowles, New Orleans. Louis
lana: &. L. JudkinS. New Orleans. LouiSi
ana; j. Henry Warner. New Orleans.
the office Of president, vice-preSident and
secretary treasurer. and shall continue in
said Offices until their successors are
elected and qualified.
The board of directors may separate the
office of secretary treasurer. and fill
either of said trusts by "a person not
stakeholder. II may provide. also. for ad
ditiOnal vice-presidentS and fill the said
positions. The board Of directors and the
officers Of this corporation shall be stock
holders unless otherwise provided herein.
A meeting of the stockholders of the
corporation shall be held on the fourth
Wednesday in July of each year for the
election of the board of directors and for
such other business may come before
II. Special meetings of stockholders may
be held at any time by order of the preSi-
deIN. the board of directors of of any
stOc khOlder. Written notice of the annual
melng shall be given by the secretary at
leaV fifteen days prior to the date here
OF. addressed and mailed to the last re-
glStered address Of the stockholders. and
in default, to the address contained in
the current city directory; and two days
notice shall be sufficient for all special
meetings of such stockholders.
Each board. after its election. shall
from its number. choose the
officers Of this corporation. except. if ,the
board has separated the Office of se'rre-
tary- treasurer. one OF said Offices may be !
hiled by a person not stakeholder or
Elections shall he by ballot unless |
waived by unanimous consent. and two /
commissioners shall be appointed by the |
board of directors to supervise the said |
election. At all meetings of the stock |
holders the vote shall be viva voce. but
any stockholder may require vote to be
by ballot.
At all meetings. each stakeholder shall
be entitled to one vote for each share
in his name on the books of the
corporation at the date of the meeting
ma such vote may be cast in person or
by proxy. and such proxy may be letter
,r ron teiegram signed by the stockholder
Iotes cast shall elect or decide all uues-
ions before the meeting
Failure TO hold elections or to elect a
board OF directors shall not affect or dis
olve the corporation. nor impair its man.
lgement in any respect. and the dir
ctors then in Office shall continue 70 hold
nice until their successors are elected
nd qualified.
Vacancies on the board Of diractors | ,
owsoeyer caused. shall he filled by the
oard for the remainder of the term even ,
hongh II Is by less than a quorum.
ARTICLE Vl-This charter may be I
mended, altered or modified or the cor !
Grafton dissolved. and the capital NAV be
increased or decreased at meeting of :
ne stockholders duly called therefor, all I
provided by the laws of the State OF {
oulslana now or hereafter to he enacted I
In case of liquidation of this cOrpora- I
on. 1t shall be liquidated by two com g
to be chosen by the stock d
ARTICLE VINO stockbo,der shall 4
yer be held liable for the contracts or 4
lnits or the corporation in any further
I'm than the unpaid balance due the cor a
pratlon on the stock owned by him. nor Il
iaiI any mere infOrmality in its organi- a
ltion have the effect of rendering tbis a
larter null or of exposing the stock q
Ilders TO any liability beyond the amount p
ie and unpaid on his stock. Il
\ | .
quired by law or by this charter the
me may ne waived by unanimous con- 81
mt OF the board of directors or the a!
oekholders as the case may be- and c.
o cn waiver snail be entered on the min o.
es or the meeting to which il applies d
ARTICLE IX-The subscribers 70 This OF
arter nave written opposite their re- q
ective names the amount of stock in q
~ corporation, subscribed by them so q
at this charter may serve as the origi a.
u subscription list of the CORPORATION. b
a they have stated their post office al
dresses. as required by law. tn
= nus us zone and passed in my Office on =.
day and date first above written in al
presence of the undersigned witnesses oil
1uli age. residents Of New Orleans. la
10 nave hereuntO signed their names gu
I'm Ihe SAID appearers and me, notary "a
'bbert. W. - W. tn
ORIGINAL sIGNED): co
""s' NOWleS. New orleans, La. 700 . -
ares, $4,000; G. p. Judkins. New Or 10
ms. La. 800 shares. $4,000: J. Henry
amer, New Orleans. La. so shares to;.s
Sealy: Notarr pnhI: err
. the undersigned, Recorder of Mort M
ses, in and for the Parish of Orleans u .n
ne or Louisiana, do hereby certify that ho
above and foregoing Act of Incorpora oer
OF the kOhlmann Bros. < Sugarman oo
:, was this day recorded in nv Office Sb
Book 1893 folio 375 81"
,ew Orleans, May Both. 1922 coI
Sighed): ROBT SCOTT. re-,
Deputy Recorder ati
the undersigned notary public here In
Try that the above and foregoing is an
rue and correct copy of the charter stc
kohlmann Bros. & Sugarman. Inc OF or
% IN my current nOtarial records TO- | or,
her with the signatures OF the subscri mi
; thereto and the certificate of the bol
ded. ap- pa
faith whereof. here sign nv name ina
anix my seal of office this list day of
SeaD: Notar p,,tn. iu1
q S-July 13. u'''' tar
.pr,,,, - - wr
AhTER OF THE REALTY DEyEIOp am