The herald., 1922-03-09
CHARTER

stockholder in this corno. oeconh, 4
whom take such stock subiec, al
visions hereof, and all plede." TIE
cations or other encumbrsScs,. hypsi'
STOCK, shall be subject hereto
ARTICLE V. Except 40
hertlh provided, all the Dove Aeis,
corporatlon Shall be vested in q
oiseI Da a BOARD OF not less tsaaa s,s
or more than seven direc,o.u sn R,.
whom shall own in his own o each
one Cd full-paid and uDnladsnt At
the capital stock. The 6-s,e shan
Directors shall consist of tbss Board
and said Board shall have nc ditects
the nrst year of the corporst. power
Dy unanimous vote, TO increase eirsaS A
per OF directors TO any pnn we NJ
e S seven ana to I'LL the r' q
at the annual meeting each ,'ocKhOl.
election of directors shall d.T fOr d
number of directors for tho a,,Ighate
The said Board of Direc,osulng IA,
elected annually. by ballot ~ :, shah
meeting of the corporation 70 se anu,
the last Wednesday in JanTs.e he'd
year after notice given TO 49,: "a
noIuer' d! man. addressed TO bis Hst E
last known pOstOffce addrsss h Or l,
ten Q0J days before the a. at kr
meeting. The Board of nv h
their first meeting following eaeSO's
election, shall elect from tboi.u anna
a President, one or more Vic d. nanbs /
ana also (Out not necessarily teosaa
number) Secretary Treasure nun he
other oihcers as they may dssa Sa
sary. The Board shall have nou hecs /
ns discretion TO unite two
o1hces and TO confer the same NM, mo- /
person: or 10 dispense with apy
All officers and directors shan ba,, ON I
until their successors are elaO, ,u Ota [
| qualiiied, and failure TO elac, ~ u
! on the date specified herein shan unetVa
| solve the corporation, nor dison.,nVt d
| directors or officers, but dirac,ay /
| officers then in office shall .s u
| office until their successors ar
or qualified. Three directors shan 1els
stltute quorum unless the Board ~
consist of three, in which evsO, va
| directors shall constitute a ouo,r.s n,
| any meeting of the Board ~ n.
| any absent director may be ron,uI'n
by any other director. who NAV p ae
vote Of said absent director acco,S.N
the written instructions, wheths.
| or special, of said absent director ss.aen
meetings of the Board may no c.n 'pSs
the President, or upon demand az
TWO directors must be so called. ar vsq
may be transacted. pVsun
The directors are authorized "a
and establish, as well as alter and al
all bylaws, rules and regulations -
sary and proper for the support and 20
| agement OF the business and aTs,,.
the corporation not Inconsistent w,,R
! charter; to direct and determine ,Sa
and disposition of. any surplus 4,
profits over and above the cani.oI ..ls
paid in; to issue and deliver notes Nv, ~
or other obligations Of the said eoup,,,
in payment for money, labor or ser,'
or property or rights actually acqul,S
and received by the corporation. on ,,S
terms as the directors may think n,ss.
and generally to do all such thines =
may be necessary or convenient and n,s.
er to carry out the purpose for w1t,
this corporation is organized, and 70 =.
ercise its corporate powers: proy,a.s
the President shall have authority. VIA
out referring, to the directors. "a M
lease, assign, transfer, convey. encumh,
or otherwise dispose of and deliver an y
the property of the corporation. NM,
such terms and conditions and for ma
considerations, whether in cash. bona,
notes, obligations, stock in other con.
panies, or other property, as in his d.
erection he may deem advisable; to bar.
row money, to execute mortgages, ism,
notes, pledges. bonds or other obIp.
lions, in such amounts and on such tern,
as in his judgment may be deemed a
vantageous. Vacancies occurring In d,
Board of Directors may be filled for d.
remaining term of the Board by the N
naming directors or director, whether
quorum remain or not. Special met.
ings Of the stockholders may be cslla
by the Board at any time, and shall h
called at the instance Of the shareholder
holding twenty-five per cent Us per cent
Nf tho StnRE Of fhn "a -
all such meetings notice shall be giru
in the manner provided as to annu
meeting; provided, that in all cases al
notices may be waived. A quorum d
any meeting of the stockholders shall
consist of a majority of the voting stes
Of the corporation, represented In persr
or by proxy. A majority of such quorum
shall decide any question that may cone
before the meeting. Until the next an
nual meeting of the stockholders for sst.
ton of directors, to be held under thk
charter on the last Wednesday In Jam
airy, 1923, or until their duly qualiha
successors are elected and installed, b,
Board of Directors shall be composed Of.
Leo Fellman, postoffice address 3l5 B.
rome street, New Orleans, La; Celin
Fellman Elias, postoffce address / W St
street, New York, N. Y; Laurel Eel
man.. postoffice address Sl5 Barolr
otACCt' ANCW OiitduSs Luz, anu SUN VIZ
members as may be provided for srt
elected by the Board under the abow
authorization. with the said Leo Fellna,
as President and said Laurel Fellman
Vice President.
ARTICLE vi. Whenever this corpoz
ton is dissolved. either by Limitation q
time or by determination Of the stool
holders, its affairs shall be lquidata
under the supervision of three 90 LEU
hatnrS fn ha far hal n
at general meeting Of the STOCKHOLDERS
convened after at least fifteen ll5) dau
notice, which shall be sent by mall
all OF the stockholders, at their hn
known postoffice address, or II no one
postoffice address is known, to the Gen
eral Delivery at New Orleans, and nib
likewise be published for ten CONSECUTIVE
days in one daily newspaper pubhshe
In the city Of New Orleans. In case
one Of the liquidators, the vacancy siip
be filled by the remaining liquidatox
The said nquidators shall remain
office until the affairs of the corpofsnoa'
shall have been fully settled and nen
dated, and shall have full power M
authority to transfer and give tue
all assets and property Of the eorpen.
ton, by public or private sale. ana "
distribute the proceeds.
a
ton may be modified, changed, alter
or amended, or said corporation may
dissolved with the assent Of two-tnnw,
(2-3 Of the entire outstanding eapI1
stock, at a general meeting Of the sIe ..,
holders convened for that purpose, us
previous notice shall have been given =
the same manner as provided ir At -
vi for notices of meetings for the e.
ton Of liquidators. Any increase OF
crease in the capital stock which NAY "
proposed or made shall be made IN
cordauce with the laws of the San !.
Louisiana, on the subject Of altering -
amount Of capital stock Of corpons.
No stakeholder shall be held liable
sponsfble for the contracts or faulu .
said corporation in any further sun 80
the unpaid balance due on the snafu -.
stock owned by him, nor shall any -
informality In organization have me -
Of rendering this charter null or ~
ing any subscriber to any haolnV
yond the amount due on his stocL III