The herald., 1922-02-16
CHARTER.

|
| be stockholders, to be elected on the
| second Monday in January of each year,
! commencing with the second Monday in
1 January, 1923, with the understanding
that the first Board of Directors selected
by the stockholders and named in this
| charter. as well as the first set of officers,
| as hereinafter named. shall hold office
until the second Monday of January,
! 1923. or until their successors have been
| elected ard have qualified.
After the election of said Board of
Directors by the holders of common
| stock, as herein provided, there shall be
, elected by said directors from their own
number the officers of this corporation.
dent; second. a First Vice President
third. a Second Vice President; fourth.
F, a Secretary. and fifth Treasurer, which
last two offices may he combined in one
+, person.
The first Board of Directors and the
| officers of this corporation shall be the
following, and which said Board of Direc
tors and officers shall serve until the
! election to he held on the second Mon
I day of January, 1928 or until their sue
cessOrs are elected. chosen and qualified.
! The addresses of said directors and Off
Gers are set opposite their respective
| names:
Achile I. Picard, President, Gonzales.
| La; Louis Geispar, First Vice President,
| Gcismar, La; Dr. Isaac +. Heymann,
Second ice-President. 76 Lafayette ave
L. l.
| Secretary, Gonzales, La; Ralph f. Tay-
| lor, Treasurer. 316 BarOnne street, New
| Orleans, La; Minel l.. Gcismar, Geismar.
La; Joseph r. Picard, Dutchtown, La.
The Board of Directors shall have the
right to fill all vacancies occurring in
their number, whether resulting from
death, resignation or otherwise.
ARTICLE VIII. The annuaI meeting
| of the stockholders of this corporation
! for the election of directors shall be held
N IN q M lar of nRh
| year, commencing with the second Mon
day of January, 1928, until which time
the officers and directors named Tin this
| charter shall continue in office, ar until
their successors have been elected and
qualified. The election for said directors
shall be by ballot, and the ajOrity in
amount of common stock, voting, whether
in person or by proxy, shall elect the
persons for whom they are cast. Each
share of stock voted upon, to be counted
for but one vote. Said stock shall not
be entitled to cumulative voting.
The Board Of Directors shall give al
least fifteen days notice by mail of the
election of said directors, and shall ap
point one or more stockholders to preside
at such election. Any failure from any
cause whatsoever to elect directors on
the day named for that purpose shall not
dissolve this corporation, but the direc-
tors and officers then in office shall hold
over until their successors are chosen
and qualified.
Inc VI DlTeCIOTS is
authorized to frame and adopt such by
laws, rules and regulations as the affairs
and business of the company may re-
quire and it may deem necessary for the
conducting and management thereof pro.
vided the same does not conflict with this
charter and the laws of the State of Lou
isiana, and those of the United States Of
America; to name and appoint managers,
hx their compensation and terms of en-
ployment, as well as name and appoint
agents and employees as in its discretion
may seem fit and proper, as weH as to
nix the salaries and terms of employment
OF the officers, employees, clerks and
assistants.
The Board of Directors is specially
vested with the power to acquire and
purchase such property or business, or
goodwill, or all of these, from individ-
uals. firms or other corporations as said
Board of Directors may deem advisable
and proper, and at such price and on
such terms as they may deem best, and
to pay therefor in the full-paid common
or preferred capital stock of this corpor-
alton or otherwise. This power to pur-
chase and acquire to be exercised by said
Board without the necessity of referring
to the shareholders for authorization.
ARTICLE IN. No stakeholder shall
ever be held liable or responsible for the
contracts, faults or debts Of this corpor-
alton, nor shall any mere informality in
Its organization have the effect of render.
ing this charter null, or of exposing its
shareholders to any liability beyond the
unpaid balance due on the stock owned
by them.
ARTICLE Y. The flames and postoffice
addresses of the subscribers to these
articles of incorporation and the number
of shares of stock subscribed by each,
are as follows:
Achille !. Picard, Gonzales, La. 80
shares preferred, 80 shares common.
Louis Geismar, Geismar, La, 100 shares
preferred, 100 shares common.
DR.. Isaac p. Heymann, Brooklyn, N. Y,
go shares preferred. 249 shares common.
Henry NJ. Picard, Gonzales, La, 80
shares preferred, 80 shares common.
Ralph f. Taylor, New Orleans, 1 share
common.
Minel L. Geismar. .Geismar, La, 50
shares preferred, so shares common.
Joseph r. Picard, Dutchtown, La, 80
shares preferred, 80 shares common.
Leon Picard. Dutchtown, La, 10 shares
preferred, 10 shares common.
ARTICLE XI. All stockholders meet
ings for the election of Directors, as
above stated, shall be held after fifteen
days written notice mailed to each stock
holder. Other stockholders meetings
may be held when ordered by the Board
OF Directors, or when requested by at
least twenty-five per cent of the outstand-
ing common stock. Notice of all stock
holders meetings, other than adjourned
meetings. shall be given in the manner
prescribed for stockholders meetings for
the election of directors. unless such
notice is waived by unanimous consent
ARTICLE XII. This charter may be
amended. altered or changed at q special
meeting of the common stockholders
called for that purpose, notice of which
Is to be given in accordance with the
provisions Of this charter, by the vote of
two-thirds of all the common stock.
ARTICLE XIII. Whereas. the subscrip-
ton of the subscribers to the okpital stock
Of this corporation, up to the sum of
Ninety Thousand Dollars 600 600. OO), con.
sists in property to be transferred to this
corporation, In accordance with the provi-
sicns Of Section Of Act 267 Of the
Louisiana Legislature for the year IDA,
there Is now annexed to. these articles
OF incorporation and to be read in COR
nection Herewith, an accurate, detailed
and itemized description of such prop
erty, as to amount, location, extent
character, and state of improvement,
together with a statement of its value
as appraised by the Directors Of this
corporation, the same as II set forth in
full in this charter.
ARTICLE XIV. This corporation NAV
be dissolved by the vote Of two-thirds
Of all its outstanding common stock, and
upon complying with the requirements
Of Section % Of Act 267 Of the Louisiana
Legislature of 1914, and in the event of
such dissolution, nQuidators shall be
named and appointed with all the neces-
sary powers and authority, all in the
manner and as provided In said legis-
lative act.
Thus done and passed in my office on
the day and date first above written, In