The herald., 1922-02-02
CHARTER.

other stockholders desire to purchase Is
less than the total offered for sale, then,
after each of the other stockholders shall |
have taken and paid for the amount OF
stock which he or she desires TO buy, ana
to which he or she Is entitled, then the |
remainder untaken shall be open Tor pur-
chase by the corporation itself; and I'M |
less prohibited by law, the corporation |
may itself use and apply Its surplus |
earnings or accumulated profits TO the |
purchase from any stakeholder desiring |
to sell of any portion of that Siockhold- |
ers stock which none of the other stock |
holders may desire to acquire, at the
| book value thereof; provided, that the
| corporation shall not apply any of its
| capital to the purchase of such stock, but
| shall always maintain its capital unlm-
| paired. The corporation shall have the
| right to refuse to transfer any stock 5"
| long as the shareholder demanding IN"
| transfer is in any way indebted to the
| corporation, and the corporation shall
have lien, pledge and privilege on each
| share Of stock To secure any Indebtedness
due by the shareholder to the corpora
| tiun. Should any of the stock offered
for sale he not desired by the,other stock
! holders, and should the corporation ITSELF
| be unwilling or unable to purchase any
| of the same out Of is surplus earnings.
/ within ten days from the receipt at the
! corporations office of the written offer
! to sell. then. and then only, shall the
| stakeholder desiring to sell be entitled
to transfer such undesired portion of the
stock TO such person or persons, and AT
| SuCn price rs he OF sue may SEE NJ lhG
provisions Of this article shall be printed
upon the face of each certificate of stock
| issued by the corporation, and shall be
binding upon every person now or here
after becoming a stakeholder in this cor
poration. all of whom agree TO the pro-
visions hereof and take such stock sub
iect thereto; and all pledges, hypotheca-
tions or other encumbrances of said
stock, or dealings with regard thereto
shall be subject To the provisions hereof
ARTICLE V. "All the powers of this
corporation shall be vested in Board
| composed of not less than seven nor more
than eleven directors. The precise num-
Der OF the directors within said limits
shall be fixed from time to time by vote
of the stockholders Mt the annual meet
ingS or ut a special meeting called Tor
that purpose; provided, that in the IN
, terval between stockholders meetings the
|, Board itself may elect additional dircc-
tors within the maximum limit above.
provided that the stockholders shall nor
. have elected same. majority OF the
, Board shall constitute a quorum. Said
, Board of Directors shall be elected an
. nually at a stockholders meeting to be
held annually mt the office of the corpor-
alton on the third Tuesday in January
of each year Tor the next legal day If
that be a holiday, after notice given TO
each stakeholder by mail ut least fifteen
days before the date of the meeting, ad-
/. dressed to the last designated address of
: the stockholders; or, If he has deslgnat-
: | ed no address, to the General Delivery
, stockholders may be called by the Board
at any time, and notice thereof shall be
given in the manner provided for annual
meetings; provided. that in all cases all
tnotice MAY be waived by unanimous con-
. | sent. Each shareholder shall be entitled
: to one vote for each share of stock stand
:, ing in his name on the books OF the
corporation, said vote to be cast in per-
I, | son or by proxy, and a majority of tn.
: votes cast shall elect. Failure to elect
: directors on the day above specified shall
: not dissolve the corporation, but the
. directors then in office shall remain IN
= | office until their successors are elected
y The Board of Directors shall have power
n to fill all vacancies which may occur, oil
n in any manner arise or be created OF
=. the Board, even though no quorum re
- main at the time such vacancies are e
lss be filled. The Board shall elect from
:, their number a President, Vice Presi
;, dent and a Secretary Treasurer; provid
:, ed, that from time to time the Board MAJ
. dispense with any of said officers and /o
~ may combine and /or separate any o
- them and Tor may elect such other officer
y as they may think proper or cOnvenien
n for the carrying out of the company,
- business, and may provide that such of
ficers may not be members of the Boar
~ of Directors; and they shall fix the sal
~ aries of the officers agents and EN-
- ployees At any meeting of the Boar
a of Directors. any director absent froI
~ the meeting may be represented by an
~ other director, who may cast the vote O
the absent director according to the writ
IN ten instructions, either general or spt
~ cial. of said absent director. The Boar
= Of Directors shall have authority to max
\ and establish, as well as alter and ament
-, all bylaws, rules and regulations nece
gu sIry and proper for the support and mar
GO agement of the business and affairs
a this corporation and not inconsisteI
1 with this charter; and they shall hay
the power to authorize the borrowing
money and the issuance Of notes. and Il
execution of pledges and mortgages, an
generally to do all things necessary
:, convenient for the proper carrying &
~ of the business of the corporation.
rs, "Until a general meeting or the stool
a' holders for election of directors to
~ held in 1922, or until their duly qualift
~ successors are. elected and installed, Il
IN Board of Directors shall be composed
the following: Felix p. Vaccaro, 3
Camp street, New Orleans, La; Salvad
D'Antoni, 344 Camp street, New Orlean
ALL La; r. p. Batson. 325 Camp street, Ne
lie Orleans La; L. J. De Mond, Chalmett
La; Monte NJ. Lemann, 110i Hibern
building, New Orleans. La. Provide
that the Board above named and any su
ceeding Board may choose addition
~ directors within the total numerical lin
of the Board whenever such total lin
shall not have been filled by the stoc
Nc holders. OF the foregoing directors, Eel
'h =. Vaccaro shall be President; Salyad
ne DAntoni, Vice-President, and r. p. Be-
~. son. Secretary Treasurer"
n And the said appearers declared tn
Oh they appeared before me, Notary,
'he order that said amendment might be G
ne tablished and recorded as required
IN law.
IN Thus done and passed in my office
H i New Orleans, La, on the day, month a.
IN III year first hereinabove written, in {
uea presence of Shirley Hoffman and AnI
L. Mereier. competent witnesses, W
= hereunto signed their names with t
&c said appearers and me, Notary, aft
-. reading of the whole.
teI Original Signed)
~ L. vACCARO.
~. r. p. BATSON.
.hs Witnesses:
, the SHIRLEY HOFFMAN,,
-nu ANNIE l.. MERCER.
ny WATTS Il. LEVERICH,
III III Notary Public
-, ny True Copy.
~ l. the undersigned Recorder or Mo
ha, cages in and for the Parish Of Orlea
nas State of Louisiana, do hereby certify Il
M | the above and foregoing act of amer
an. ment of the incorporation of CHA
- METTE OIL AND REFINING CO., IN
no" was this day duly recorded in my of
~ in book 1868. folio -.
az New Orleans, January =, 1922.
anu (Signed) ROBERT SCOTT.
w Deputy Recorder
au-
any CuaRTER OF
oni JOS. SAMUEL CO.. INC.
eD, United States of America, State
nNe Louisiana, Parish of Orleans, City
, ,ae New Orleans. Be it known that on I
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