The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-03
CHARTER.
nay appoint a proxy for that purpose,

may be combined, II desired, ana nelu
by one and the same person.
The following named persons shall
constitute the first board of directors
of this corporation, to-wit: Henry A
Scheffler, 121 n. Pierce Street New
Orleans. La; John A. Pecot, l421 Web
A. Guidry, 74I4 Zimple Street. New
Orleans, La: with Henry A. Scheffler
as president John A. Pecot as vice
president, and Gustave A. Guidry as
shall serve until the first Monday in
July. in the year 1928, or until their
successors have teen duly elected and
qualified.
Thereafter the directors shall b"
elected annually ON the first Monday
of July of each year, beginning with
the year 1928; all elections of directors
shall 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 corporation, this
vote to be cast in person or by proxy,
and ii shall require majority OF the
stock present or represented TO elect.
Failure to elect a board of directors
on The first Monday in July. 1923; or
annually thereafter. shall not work a
forfeiture of this charter, but the old
board of directors shall remain in of
flee until their successors are elected
and qualified.
ARTICLE vi. The board of direc-
such times as shall be fixed in the by
laws Of this corporation. These meet
ings shall be held at the domicile of
the corporation, but the president may
call special meetings of the board OF
directors at Suct times and places
within the State of Louisiana as he
may deem advisable. and he shall be
required to call such meetings When-
ever requested to do so by three MEM
bers of the board of directors. Three
days notice of such special meetings
shall be given in writing to the direc-
tors unless waiver of notice is signed
curing on the board. either from death,
resignation or inability to serve, shall
be filled by the board of directors at
its next regular meeting after such
vacancy shall have occurred. The first
board of directors of this corporation
shall be required to draft suitable by
laws for the government OF this cor
poration, which may be altered. amend
ed or changed as the eNigencieS of the
case may require.
ARTICLE VII. The stock of this
corporation may be transferred, provided
such transfer shall be recorded upon
the books of the corporation before
it shall be required to recognize the
transfer or the new holder of said
stock. The total amount of the sub
scribed stock, as herein set forth, IS
the sum of Five Thousand Dollars
($5.0OO.0O), which is hereby authorized
to be issued fully paid and non-asses-
sable, for cash or in exchange for
property or services, according to law.
That, save as hereinafter provided, no
share or interest in the company shall
at any time be transferred to any per
son not already shareholder, so long
as any shareholder is willing to pur-
chase any such share or interest the
person, whether shareholder OF the
company or not, proposing to transfer
the same, hereinafter called the re
firing shareholder" shall give notice
in writing to the company that he de-
sireS to transfer the same, and such
notice shall constitute the company
his agent for the sale of the share
or other interest to any shareholder OF
the company at the prescribed price
That if the company shall, within the
space of thirty days after such notice
find shareholder desiring to purchase
such share or interest, hereinafter
called the purchasing shareholder,
and shall give notice thereof to the
retiring shareholder, he shall be bound
at such time within fifteen days there
after, as the company shall appoint.
upon payment of the prescribed price.
to transfer such share or interest TO
the purchasing shareholder. That If
in any case the retiring shareholder.
after becoming bound as aforesaid.
makes default in transferring such
share or interest, the company may re-
ceive the purchase money and shall
thereupon cause the name of the pur-
chasing shareholder to be entered upon
the register as the holder of such
share or interest, and shall held the
purchase money in trust for the re-
firing shareholder. his executors, cd
or assigns, and the re-
ceipt Of the company for the purchase
money shall be good discharge to
the purchase ing shareholder. and he
shall ndV be bound to see to the appli-
cation thereof; and after the name of
the purchasing shareholder has been
entered in the register in purported
exercise of the aforesaid power, the
of the proceedings shall not
be questioned by any person, and the
shareholder shall 10 deemed
and taken to be the owner of the said
share or interest. That the prescribed
price shall mean the amount paid in
on such share or interest, plus the pro-
portionate part Of the undivided profits
provided that IL instead of there be-
ing undivided profits there exists an i'm
pairment of capital of the said com
pany, then the proportionate part of
such impairment shall be deducted
from the amount paid in upon such
prescribed price. That the company
shall in all cases, on receiving notice
of desire to sell stock as aforesaid,
allow the other shareholders the oppor-
their respective holdings of stock in
the company, making all necessary ad-
justments to avoid fractions of shares
and for that purpose giving the pref
have the largest holdings.
ARTICLE VIII. This charter may
be modified, altered, the capital stock
thereof increased or decreased, or the
may be dissolved with the
assent of two-thirds of the capital
stock present or represented at any
meeting of the stockholders held for
that purpose after prior notice in writ
ing to each stakeholder, or mailed to
him at his last known postoffice ad-
dress, all in accordance with the terms
of Act 267 Of 1914.
ARTICLE TX. At the expiration of
this charter. or the earlier dissolution
affairs shall be liquidated by two or
more liquidators to be elected 1y the
all of whom shall hold
stock in said company, and said COM
power and authority to Iiquidate the
affairs of said company, with full
power to act.
ARTICLE X. In order that this
charter may serve as subscription
list, the undersigned incorporators of
the number of shares set opposite their
respective names.
Thus done and passed in my office
in the city of New Orleans, on the
day. month and year first above writ
ten. in the presence of ]. N. Swing and
st. Clair Adams. competent witnesses,
and me. Notary. after due reading of
the whole.
Original signed: Henry A. scheffler,
8 shares; Jno. A. Pecot. l share;
A. Guidry. Trustee, SO shares.
Witnesses: St Clair Adams. J. N.
Swing.
FRANCIS P. BURNS,
Notary Public.
I. the undersigned Recorder of Mort
O In, nv.1 60 tIa szI, n~lz