The herald., 1922-01-19
CHARTER.

I 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
I until the second Monday of January,
! 1929. or until their successors have been
elected and have qualified.
After the election of said Board of
Directors by the holders Of common
! elected by said directors from their own
number the officers of this corporation.
which ar" as follows: First a Prcsi-
/ dent: second. "a First vice President
| third. Second Vice President; fourth
! Il Secretary. and fifth. Treasurer, which
! last two offices may be combined in ON"
! person.
The first Board of Directors and the
officers Of this corporation shall be the
| following, and which said Board Of Direr
| tors and officers shall serve until the
| election to be held on the second Mon
! day Of January. 1923 or until their sue
| ceSS0rs are elected, chosen and qualified.
| The addresses Of said directors and Off
| GERS are set opposite their respective
! names:
Achile l. Picard. President Gonzales,
| La; Louis GriSmar, First Eicy-rrtSidpnt
! GciSmar. La.; Dr. Isaac i. hcymann,
! Second Vice President. 7d Lafayette ave
nue., Brooklyn. y. Y; Henry VI. Picard.
| Secretary, Gonzales, La; Ralph +. Tay-
| lor Treasurer. 3lG Baronue street, New
| Orleans, La; Ninel l.. G"iSmar Gei>mar,
| La; Joseph X. Picard, Dutchtrwn. 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. 'Tne annuaI Inccting
of the stockholders of this corporation
! for the election of directors shall be held
| on the second Monday of January of each
| year, commencing with the second Mon
| day of January, 1928, until which time
the officers and directors named in this
| charter shall continue IN office, or until
| their successors have been elected and
| qualified. The election for said directors
shall be by ballot. and the majority i'll
amount of common stock. voting, whether
| in person or by proxy, shall elect the
persons for whom they are east. 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 at
least fifteen days notice by mail of the
election of said directors, and shall APP
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.
The Board Of Directors is further
authorized to frame and adopt such by
laws, rules and regulations as the affairs
and business of the company may re-
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,
fix 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 well as TO
fix 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 Compilations 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
10 the shareholders for authorization.
ARTICLE IN. No stakeholder shall
ever be held liable or responsible for the
contracts, faults or debts of this corrOr
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
ARTICLE y. The names 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
DIR. Isaac Il. Heymann, Brooklyn, n. Y,
go shares preferred, 2l9 shares common.
Henry NJ. Picard, Gonzales. La, 30
shares preferred, 80 shares common.
Ralph f. Taylor, New Orleans, 1 share
common.
Minel l.. Gesmar, Geismar, La, 80
shares preferred, 30 shares common
Joseph r. Picard, Dutchtown, La, 80
shares preferred. 80 shares common.
Leon Picard, Dutchtown, La, 10 shares
preferred. 10 shares common.
ARTICLE NJ. 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 MI. This charter may be
amended, altered or changed at a 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 NH. Whereas. the subscrip-
ton of the subscribers to the capital stock
of this corporation, mp to the sum Of
Ninety Thousand Dollars $3.50, 100000, con
sistS in property to be transferred to this
corporation. in accordance with the provi-
sions of Section 3 of Act 267 of the
Louisiana Legislature for the year 1914,
there is now annexed TO. these articles
of incorporation and to be read in con-
nection Herewith, an accurate, detailed
and itemiZed description of such prop
erty, as to amount, location. extent
character, and state of improvement,
together with n statement of its value
as appraised by the Directors of this
corporation, the same as If set forth in
full in this charter.
ARTICLE XIV. This corporation may
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, liquidators 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
the presence of Messrs. James Il. Rosser,
Jr.. and Arthur J. Ryan. both competent
witnesses. dOmiciliated in this city. who
signed these presents, together with the
parties and me, Notary after a due read
ing of the whole the Dartips hereto