The herald., 1922-12-14
CHARTER.

at the sum of Forty Thousand Dollars,
divided into and represented by -Four
Hundred shares of the par value of One
Hundred Dollars each, and shall be paid
for in cash, or may be issued at not
less than par in payment for property
actually purchased by or services rem
dered to this corporation at such times
and in such installments as the Board
of Directors may direct.
The amount to which the capital stock
of this corporation may be Increased is
hereby fixed at the sum of one Hun
dred Thousand Dollars. divided into and
represented by One Thousand shares OF
the par value of One Hundred Dollars
each, and said stock or any part thereof
may be issued on complying with the
requisites of the law, and said stock
so issued may De paid for in cash or
may be issued at not less than par in
payment for property actually purchased
by or for services rendered TO this cor
poratiOn at such times and in such in
stallments as the Board of Directors may
direct.
No stakeholder shall sell his shares
in this company without having first
offered same to the Board of Directors
and said Board shall have the right 10
purchase the same for the benefit of the
other stockholders within ten days there
after ut the book value as shown by the
last annual statement
There shall be written or printed
across each certificate of stock: These
shares shall not be transferred. except
in the manner required by the charter
and bylaws of this company
ARTICLE V. All the powers of this
corporation shall be vested in and eX-
lercised by a Board of Directors to be
composed of not more than five and not
less than three stockholders, may be
determined by the Board of Directors. to
be elected annually on the second Mon
day of January Of each year, and a
majority of whom shall constitute a
quorum for the transaction OF all bust
ness, and majority of votes cast shall
decide all questions; all such elections
shall be conducted at the office of this
corporation under the supervision of two
commissioners TO be appointed by the
president. Notice Of such election and
of all other meetings of stockholders
shall be given personally or by deposit
ing in the United States pOstOffice in
New Orleans, at least fifteen days be-
fore such meeting, a notice of the hold
ing thereof, inclosed in postpaid wrap
per, addressed to each stakeholder at the
last address furnished to this corpora
ton by said stockholders. at the last ad-
dress furnished to this corporation by said
stockholders, and in the event that no
General Delivery" New Orleans At
complete list of the stockholders entitled
TO vote shall be open to inspection by
the stockholders at the place of said
meeting. At said election and at all other
be by ballot, and each stakeholder shall
be entitled to one vote for each share
Of stock standing in his name on the
books of the company, to be cast in
person or by proxy.
/ Fifty per centum of the outstanding
capital stock of this corporation shall
constitute a quorum at any and all meet
ings for the transaction Of any and all
by law. The majority of stock voted
at any said meeting shall decide an
questions, except as otherwise provided
by law or by this charter.
| Vacancies nccurrfno in ba poord NJ
Directors because Of death, resignation
or otherwise shall be filled by the re-
manning members of the board by selec-
ton from the other stockholders.
The failure to hold an annual election
or to elect directors as above provided
shall not dissolve the corporation, but
the directors and officers then in office
shall cause an election to be held as
which shall be given as above provided
for the holding of the annual meeting
of stockholders, pending which election
the then directors and officers shall re-
main as such until their successors have
been duly elected and shall have qualified.
The Board of Directors shall within
thirty days of each annual election elect
from their own number a president and
vice-president. and shall also elect a
| secretary and treasurer, and shall have
power to combine the offices of secre-
,tary and treasurer in one person.
' The Board of Directors shall have the
l
power in the transaction of the business
| Of this corporation to a committee or
committees of its own body. or to Off.
GERS and agents of this corporation, and
| the Board Of Directors may appoint
| from time TO time such officers, man
ayers, clerks, agents or employees as
the conduct of the business of this cor
poration, and such officers, managers,
clerks, agents and employees shall hold
office only at the pleasure of the board.
at the pleasure Of the stockholders, who
may at any general meeting for that
purpose on notice as above provided for
the holding of the annual meeting of
i vacant and elect their successors. and 1t
shall be the duty Of the president or
secretary to call meeting for that pur-
pose at the request in writing of ten per
poration then outstanding.
The Beard of Directors shall have the
power to adopt bylaws fog the govern
ment Of this corporation, and to alter.
ure, at any general or special meeting
OF the boaH, and no previous notice OF
any intention to alter, amend or abolish
the bylaws shall be required.
The first Board Of Directors shall be
composed Of L. Leon villere. st. Denis
J. villere. Miss Corinne Marie viliere,
Miss Mathilde Louise Bernard and Miss
Anais Josephine villere, whose post
l ~
Leon Where as president, st. Denis J.
Where as vice-president, Miss Mathilde
Louise Bernard as secretary, Miss CO.
rinne Marie Fillere as treasurer, and
Miss Anais Josephine Where as MEM
Der Of the board, who shall hold their
offices and exercise their functions until
the annual election to be held on the
second Monday in January 1924. or until
rheir successors are duly elected and
qualified, subject to the conditions here
inabove provided.
ARTICLE vi. This act Of incorpor-
alton may be modified added to, or
changed. or said corporation may be dis
solved in the manner provided by the
laws OF the state Of Louisiana, and at
the time such action is taken and when
ever this corporation is dissolved either
by limitation or otherwise, its affairs
shall be hquidated by two liquidating
commissioners to be elected at a general
meeting Of the stockholders called for
the purpose of voting on the questions
Of liquidation, or thereafter, and in case
OF the death or resignation Of any Of
the said commissioners the surviving or
remaining commissioner or commission
ers shall continue to act; and in case Of
death or resignation Of all Of them, then
two more commissioners shall be elected
by the stockholders to complete the
liquidation.
All meetings Of the stockholders and
directors shall be held in New Orleans
at the office Of the company, or IL II
has No office at, some other accessible
place Of business, and any or all no
tees provided by law or this charter
to be given to stockholders or to direc-
tors may be waived by the unanimous