The herald., 1922-04-06
q CHARTHR.

pleasure; to acquire any insurance
agency business that now exists or may
hereafter exist: to do and perform, en-
gage in and carry on any business usefui'
necessary or profitable to this corpor-
alton, incidental to or connected with
the main purpose thereof.
ARTICLE ". The capital stock OF
| this corporation is hereby fixed at the
sum of Twenty-Five thousand Dollars
1926. 600. OO). divided into and represented
by two hundred and fifty shares or STOCK.
Of the par value Of One Hundred Dol
lars (S100.O0) each. Said stock may De
issued full paid and worcestershire. for
cash or property, real or personal, or for
services rendered. Any increase of cap
ital stock hereafter made may be lssuel
for cash or the acquisition OF property,
insurance agencies or businesses, or
other rights to be acquired by the cor.
poration.y or for services rendered and
labor performed. The capital stock may
he increased to Fifty Thousand Dollars
($J0!O00.0O).
No stock shall be sold or transferred
until an opportunity is first afforded all
other stockholders of record to purchase
, said shares of stock at book value. as
! shown by the inventory preceding such
/ notice. Written notice shall De glNeh
by the owner to the Board of Directors
for the use and bepetit of such otner
stockholders: it shall be transmitted
without delay by the Board to them. and
must be accepted within thirty Gays
from receipt of the Boards notice ana
paid for In cash within ninety days from
such notice. The stockholders shall have
the right to buy said shares in proper
ton to their holdings, and shares
not taken in proportion may he taken
by the other shareholders. Failure OF
the stockholders to buy shall by the mere
expiration of the time limit release the
stockholders from the effect of this pro-
vision.
=, No stock shall be held in this cor
poratiOn by employees, who are not ofh
GERS. except such as has been subscribed
, for in this charter, or which may De
,, transferred with the consent of the Board
of Directors TO such employees at the
time Of or during employment. When
e ever such employment ceases through
death. resignation, dismissal or other,
Y wise. the Board of Directors shall cail
the stock Of that person for transfer "a
the other stockholders, as provided In
this charter; but the price to be pald
! shall he book value as per inventory lasi
r preceding such call: the said price shall
be paid in cash within sixty days from
I such call. No stock held or controlled
by such employees shall participate In
$ any new stock hereafter authorized and
u issued, or in any stock hereafter 10 DC
, issued when sold under the preceding
provisions. unless with the consent OF
; the Board Of Directors expressed by res
! ~olutiOns entered on the minutes. Fol
the purposes of this article, the inven'
: tory and books shall be closed as of June
Y Both and December 3lst, in eaen year
!. from and after December 31st, 1922. The
substance of the foregoing provisions
shall be stated briefly and succinctly II
9 or on the face of each certihcate OF STOCK
and shall be conclusive evidence anc
; notice TO all persons dealing Herewith
4 The Board of Directors is hereby con
stituted the agent Of the stockholder
h for the purpose of enforcing and carry
h ing out the foregoing provisions.
s ARTICLE v. All Of the corporate
powers vested by law or this charte
I'm corporations shall be exercised by tn
BOARD of Directors of this corporation
II including the right to manage. contro
,, u and direct the affairs Of the corporation
the corporate policy. and to sell the cor
p~oration or merge the same into anothe
corporation. and to take in payment o
any such sale Of merger, cash, bonds
notes or stock Of the purchasing o
merging corporation. or of a new cor
l. poration, created for the purpose, with
out the necessity Of referring either o
any Of said acts to the stockholders.
pr Tn Board of Directors Of this corpor
is alton shall be composed of four STOCK
he holders. who shall be elected annually. o
h the first Tuesday of February. Of eac
* year. The first Board Of Directors q
re this corporation shall be composed G
~ Peter F. Pescud, Edward l.. Sara
he lanes Fernon and Linden F. Braud. VIII
lg shall hold office until the next annu'
=, meeting on the first Tuesday of Febr'
~ airy. 1923. with Peter f. Pescud as Pres
ne ident. James Fernon as Vice-Presiden
IN Linden F. Braud as Secretary, and Et
eeSe ward L. Sarrat as Treasurer. The ele'
IN ton of the Board Of Directors shall J
preceded by three days written motto
to the stockholders, delivered In .perso
Mt or sent by mail to the address given !
the current city directory, unless Il
i'm address Of such stakeholder shall ha'
". been registered with the Secretary. an
en- in default of either, care of General ID
r. livery. New Orleans. La. The electio
IS, shall he held at the office of the co
er p~oration at such hour as may be IKE
y, by the incumbent Board Of Directo
and under the supervision of three &
commissioners appointed by. the sam
At such election each stakeholder sha
:, be entitled to one vote for each sha
&c Of the capital stock held by him, ar
~ the persons receiving the highest nun
~, Der OF votes cast at said election shs
he declared elected. and the Board
O. Directors thus elected shall meet al
in organize as soon after said election
possible. A majority Of the whole Boa
shall constitute a quorum, and Dire
tors absent or unable to attend m'
er. authorize directors present to represe
them sby written proxy filed With I
:. Secretary. and with all the powers SUI
ic. absentees could exercise IL present
person.
- All routine business matters shall
decided by the majority vote OF {
quorum present at such meeting. nj
of withstanding anything In this chart
Of or the law to the contrary; but any ma
his ter or thing affecting the general polio
he property or corporate, rights of the &C
IN poration shall be adopted only by I
de- vote of the majority Of stock held
err the individual members of the wht
tn, Board Of Directors. and proper mint
a entries shall be made to show these fac
nd The Board of Directors may establi
the bylaws. rules and regulations for {
md government of the corporation, and
in NAV also create committees for the ms
lily agement of the several departments
Dns its business. including an Execute
ed. Committee of not less than three
yes members Of the Board. which commit
his shall be empowered TO, exercise all
or functions Of the Board of Directors d.
ing the recess Of this Board, save tn,
ind herein reserved for the full Board. I
her Board of Directors shall fill vacanc
sso- occurring in this body during the te
ute thereof. Meetings of the Board Of Dir
tors may be held at such times as sh
be set by the Board itself. or at the c
leir Of the President and at the request
any two stockholders.
OF ARTICLE VI. This charter may
F. amended and the capital stock increai
der and decreased with the consent OF ~
full thirds Of all of its stock expressed