The herald. [volume] (New Orleans, La.) 1905-1953, 1922-11-30
CHARTER.

"A u
poses for which this corporation Is or
ganized and created, and the nature or
| the business to be carried on by II, are
declared to be as follows:
To engage in and conduct the general
practice Of dentistry; to conduct a labor
| atory; to buy, sell. manufacture, ana
| generally to deal in all articles, instru-
ments, apparatus and products Of dental
laboratories, connected with or relating
to the practice Of dentistry: to do and
perform all things appertaining to ana
| incidental to the carrying out and proper
| execution of the objects and purposes
| hereinabove mentioned.
! ARTICLE Iy.-The capital stock OF
/ this corporation is hereby fixed at the
sum of five thousand dollars ($5OO0OO),
and shall be divided into and represented
by fifty 500 shares of one hundred dol
lars $4,000.
by property, or services actually rendered
to the corporation, or other equivalent OF
cash. as provided by law, and in such
manner and at such time and in such In
| stalments as may be prescribed Dy the
Board Of Directors.
This corporation shall become a going
concern and shall be authorized to com
mence business as soon as all OF its capt.
tai stock shall have been subscribed and
fifty per cent of all stock subscribed for
shall in fact have been paid for, either in
cash or its equivalent.
ARTICLE v.-The capital stock Of this
corporation may be increased to the sum
| of ten thousand dollars $50 0n0.0O) by
{ vote OF two thirds of ALI the stock present
or represented at a special meeting called
: for that purpose. or at regular annual
= meeting Of the corporation.
ARTICLE vI-All certificates of stock
] issued by this corporation shall be signed
by the President and countersigned by
. the Secretary.
The stock Of this corporation can be
9 transferred only on the books Of the cor
n poration. and subject to such regulations
e and formalities as may be by the Board
: OF Directors from time to time pre-
y scribed. No stakeholder shall lie per
d mitted to sell or otherwise dispose Of his
II stock without first offering the same IL
s writing to the other stockholders, through
Y the Board of Directors, at n price not
: exceeding the book value thereof; and
r said stockholders in proportion to theil
= holdings, shall have an option and FRS
e right to purchase at the book value Of
: such stock, on December 31st. last pre-
4 crding. all the shares OF stock to be thus
= disposed Of by sale or otherwise OF any
: Of the stockholders. and shall have pc
|, riod Of ten DAYS in which to accent oil
: decline said offer. Should the stOckhold
o ers decline to purchase said stock. ther
n such stakeholder Is at liberty to sell OF
e dispose Of the stock. and may do so ir
any manner and at any price he may
; deem fit.
e Each share Of stock Is issued herein upor
D the condition and understanding that
no stakeholder shall sell or otherwise
L transfer his stock in violation hereof and
I any such sale or transfer. ~ made. shall
d he void. and this corporation shall b
=, undpr no obligation to list said stock or
e it's hooks or to regard the holder Of thu
q certificate thereof.
l. ARTICLE yTI-The corporate powers
:. of this CORPORATION shall be vested II
% and exercised by board OF not les
than three nor more than siv directors
I at the option Of the stockholders. two t.
constitute a quorum when there are three
directors: three to constitute a quorum
h when there are more than three and les
r than six directors: and four to constitute
s. quorum should there he six directors
'r Tor the transaction 81 business. The dt
IL -ectors ~ the corporation NAV vote II
IN version or nv written or telegraphic prox'
ic IT any of the meetings Of the Roard q
re Directors and the Roard 81 Director
10 NAV delegate any ~ its mowers to an
e onRnHr or officers. or any other rerresen
I: tati~e Of the corporatiou, by appropriate
r resolution tn that eNect.
a Tho first BOARD 81 Directors ~ this Gov
IN no-at.on shall he composad Of the FOL
c. lowing: Joseph T. Faust. Ernest Clinto
r Swanson Robert Faust. with the follow
tie ing as officers: Joseph T. Faust. Pres
or dent and Treasurer: Ernest Clinic
r Swanson. vice-President and Manager
r Robert Faust. Secretary: and they sha
es serve until the third Tuesday In Noven
al Der. 1923.
no The directors shall be elected annuall
II at meeting held on the third Tuesda
.e in November after such dae. Notice I
e said meeting shall be given fifteen da,
III, prior to the date Of said meeting.
M writing, sent by mail to each stool
50 holder. at his last known place of res
u dence. The Board Of Directors ms
-, change the date of said annual meetir
~ to any other date, by written notice
,,s that effect, sent at least fifteen da!
prior to the date to which said annu
meeting shall be changed, directed
at mail to each stakeholder, at his la
ire known place of residence.
10 Each stakeholder shall. at such annu
re- meeting or other meeting, general
aw special be entitled. in person or
"a proxy. written or telegraphic, to one vo
'o- for each share Of stock owned by hill
The election shall be held under SUI
ial rules and regulations as may be fro
MS. time to time determined by the Boa
ew Of Directors.
ke The directors, when elected. shall no
no Office for one year, or until their succe
TO sors shall have been elected and Qualife
I'm and failure to hold the annual meeting
ne stockholders, or to elect annually dire
oh tors, shall not operate the forfeiture
this charter or any rights Hereunder.
OIL Any vacancy occurring In the Board
Directors may be filed by the directo
for the unexpired term.
AS ARTICLE vIII.-This charter and a
Of incorporation may be changed, mod
a. fed altered or amended by and with q
nv consent Of three -fourths OF all the sto
TT present or represented at a meeting. &c
ms, eral or special held for that purpos
l1y and such amendments may be materi
IA or immaterial, subject only to limitatio
lue as may be by law provided; and tn
re- corporation shall have the right al