The herald., 1922-09-21
CHARTER.

or appropriate to the accomplishment
of any of said purposes or germane
| thereto.
ARTICLE ". The presently author
| lied capital stock of this corporation
is hereby fixed at the sum of One
Million Dollars (Sl0O0,OOO.OO), divided
into and represented by ten thousand
uO.00O) shares of the par value or
one Hundred Dollars l$lOOOO) per
share. The amount of said stock may
he increased to Five Million Dollars
| (S5,OUO.OUOOO).
! ARTICLE V No transfer of stock
shall be binding upon the corporation
unless and until made and recorded
| upon its books. The corporation snail
have the right to refuse 10 transfer
any stock so long as the shareholder
demanding the transfer is in any way
indebted TO the corporation, and the
corporation shall have d lien, pledge
ana privilege on each share OF STOCK
| to secure any Indebtedness due by the
| shareholder to the corporation.
ARTICLE VI. All the powers of this
corporation shall be vested in Board
composed of not less than three nor
| more than seven directors. The pre-
else number of directors within said
limits snail be fixed by the stockhold-
erS at the annual meeting, or at q
| special meeting called Tor that pur-
pose; provided that in the interval be
tween stockholders meetings the Board
itself may elect additional directors
within the maximum limit above pro-
/ have elected the same. y majority OF
the Board shall constitute quorum.
I said Board of Directors shall be elected
annually at the stockholders meeting
| 10 be held annually at the office OF
the corporation on the second Monday
| in May Of each year, after notice given
| to- each stockholder by mail at least
! fifteen days before the date of the
| meeting, addressed to the last deSs
| mated address of the stakeholder; or,
| If he has designated no address, to the
! General Delivery at New Orleans
| Special meetings of the stockholders
! may be called by the Board of Direc-
! tors or by the President or Vice PreSl-
| dent at any time and notice thereof
| shall be given In the manncr provided
| Tor annual meetings; provided that in
! all cases all notice may be waived by
| unanimous consent Zach shareholder
| shall be entitled TO one vote Tor each
! share of stock standing in his name
| on the books of the corporation, said
| vote TO be cast in person or by proxy
| and a majority of the votes cast shall
| elect. Failure TO elect Directors on
| the day above specified shall not dis
| solve the Corporation but the Directors
then in office shall remain in office
| until their successors are elected and
qualify. The Board of Directors shall
! have power to FIJI all vacancies which
! may occur or in any manner arise or
be created on the Board, even though
| no quorum remain at the time such
vacancies are to be filled. The Board
| shall elect from it's number a Pres-
| dent, Vice-President and shall also
| elect Secretary and Treasurer who
| may be the same individual and need
not be members of the Board or stock
| holders; and the Board is expressly
penSe with any of said officers and
! or combine and /or separate any of
| them, and I or elect any other such
| officers as the Board may think proper
| company'S business, and to provide
/ that said officers need not be mem
| Ders of the Board or stockholders; and
| the Board shall fix the salaries of the
I officers agents and employees AT
any meeting of the Board of Directors,
any Director absent from the meeting
| may be represented by any other d.
rector who may cast the vote of the
absent director according to the writ
ten Instructions, either general or
special, of said absent Director. The
Board of Directors shall have authority
to make and establish, as well as alter
and amend, all bylaws, rules and regu-
latlonS necessary and proper for the
! support and management of the bust
ness and affairs of this corporation
and not inconsistent with this charter;
and they shall have power to authorize
the borrowing of money and the issu-
ance of notes and the execution of
pledges and mortgages, and generally
TO do all things necessary or convenient
Tor the proper carrying on OF the BUSH
ness of the corporation.
Until a general meeting of the stock.
iOluSlS lOi tIeCllOH Ol directors TO De
held in 1928. or until their duly quail
fled successors are elected and in
stalled, the Board of Directors shall
be 3enn composed of the following: II
Buchanan. the post office address of
all of whom in United Cotton Build
ing, New Orleans, Louisiana. Pending
the general meeting of stockholders
in 1928. these Directors may elect
other Directors up to a total of Five
go.
ARTICLE VII. This act of incor-
poration may be changed. modified or
by a vote of two-thirds of the entire
capital stock present or represented al
general meeting of the stockholders
convened for such purpose, after pre-
vious notice shall have been given in
the manner above required. to be given
OF the annual meeting of the corpor-
alton.
ARTICLE VIII. If this corporation
or from any other cause. it's affairs
shall be liquidated by three commits
sloners to be appointed at the meet
ing of stockholders convened for the
purpose OF liquidation. and to be elect
ed by the majority vote of all the
stockholders voting upon a parity Said
liquidators shall remain in office until
the affairs of the corporation shall
have been fully settled and liquidated,
and they shall have full power and
authority to transfer and give title to
Oil inc property ana assets OF the cor
poration and to distribute the proceeds
In case Of death, disability or resig-
nation of one liquidator, the vacancy
shall be filled by the survivor.
ARTICLE TX. No stakeholder shall
De held liable or responsible for the
contracts or faults of said corporation
in any further sum than the unpaid
balance due on the shares of stock
owned by him, nor shall any mere
informality in organization have the
effect OF rendering this charter null
or or exposing any stakeholder to any
llapiiity beyond the unpaid balance due
In order that this charter may serve
as the original subscription list the
subscribers hereto have indicated oppo-
site their respective signatures the
number of shares of stock subscribed
for by each of them.
There is annexed hereto to be read
In connection herewith an accurate, de-
tailed and itemiZed description of GER
tam property conveyed to this corpor-
alton for payment of subscriptions to
It's capital stock, together with a state
ment of the value thereof as appraised
by the directors.
Thus done and passed at my notarial
offlce in the city of New Orleans
state OF Louisiana, on the day, month
ana year first hereinabove written in
the presence of Monte NJ. Lemann and
Louis Bethancourt, competent witnesses
VINO have hereunto subscribed their
names, together with me- Notary. and
the said appearers, after due reading
of the whole.
Original signed)