The herald., 1922-08-17
CHARTER.

acts ana Things necessary, convenient
| or appropriate to the accomplishment
of any of said purposes or germane
| thereto.
ARTICLE w. The presently author
! lied capital stock of this corporation
is hereby fixed at the sum of One
Million Dollars $4,000. 100000, divided
into and represented by ten thousand
| U0,0OOD shares of the par value OF
one Hundred Dollars (SlOO.OO) per
/ share. The amount of said stock may
be increased TO Five Million Dollars
| (S5.U00,OO0.OO).
| ARTICLE V. No transfer of stock
shall he binding upon the corporation
| unless and until made and recorded
| upon its books. The corporation shall
have the right to refuse TO transfer
| any stock SO long as the shareholder
demanding the transfer is in any way
| indebted to the corporation, and the
| corporation shall have a lien, pledge
and privilege on each share of stock
| to secure any Indebtedness due by the
| shareholder to the corporation.
ARTICLE VI. All the powers of this
| corporation shall be vested in Board
composed of not less than three nor
more than seven directors. The pre-
else number of directors within said
limits shall be fixed by the stOckhold-
ers at the annual meeting, or at a
special meeting called for that pur-
pose; provided that in the interval be-
tween stockholders meetings the Board
itself may elect additional directors
within the maximum limit above pro-
Nided If the stockholders shall not
have elected the same \ majority of
the Board shall constitute a quorum.
Said Board of Directors shall be elected
annually at the stockholders meeting
10 be held annually at the office of
the corporation on the second Monday
IN May of each year, after notice given
To each stakeholder by mail at least
fifteen days before the date of the
meeting, addressed to the last deSig-
mated address of the stakeholder; or,
II he has designated no address, to the
Special meetings of the stockholders
may be called by the Board of Direc-
tors or by the President or Vice Presi-
dent at any time and notice thereof
for annual meetings; provided that in
all cases all notice may be waived by
unanimous consent. Each shareholder
snail be entitled to one vote for each
share of stock standing in his name
on the books of the corporation, said
vote 10 bc cast in person or by proxy
ana majority of the votes cast shall
elect Failure to elect Directors on
solve the Corporation but the Directors
then in office shall remain in office
until their successors are elected and
qualify. The Board of Directors shall
have power to FIJI all vacancies which
may occur or in any manner arise or
be created on the Board, even though
no Quorum remain at the time such
vacancies are to be filled. The Board
shall elect from its a number a PreSi- |
dent. Nice-PreSident and shall also
elect Secretary and Treasurer who |
may he the same individual and need
not be members of the Board or stock !
holders, and the Board is expressly
authorized from time to time to dis !
penSe with any of said officers and !
them, and or elect any other such |
officers as the Board may think proper /
or convenient to the carrying on of the |
business and to provide |
h.a
bers of the Board or stockholders: and |
the Board shall fix the salaries of the /
Officers, agents and employees. At |
any meeting OF the Board of Directors
may be represented by any other Di-
rector who may cast the vote of the |
absent director according to the writ
ten instructions, either general or
special, of said absent Director. The
Board of Directors shall have authority
to make and establish, as well as alter
and amend, all bylaws, rules and regu-
auonS necessary and proper for the
support and management of the bust
ness and affairs of this corporation
ana not inconsistent with this charter; |
ana they shall have power to authorize
The borrowing of money and the issu-
lnce of notes and the execution of
pledges and mortgages, and generally
10 do all things necessary or convenient
Tor the proper carrying on of the bust
ness of the corporation.
Until general meeting of the stock.
holders for election of Directors to be
leld in 1928. or until their duly quail
stalled. the Board of Directors shall
pc composed of the following: II.
leppesen. N. \. Naman and J. w.
Buchanan. the post office address of
I'll of whom in United Cotton Build
ng, New Orleans Louisiana Pending
he general meeting of stockholders
n 1928. these Directors may elect
'ther Directors up to a total of Five
ARTICLE VII This act of incor-
'oration may be changed modified or
mended, or the corporation dissolved
~ a vote of two-thirds of the entire
apital stock present or represented at
general meeting of the stockholders
onvened for such purpose. after pre-
he manner above required. to be given
II the annual meeting of the corpor-
tion.
ARTICLE VIII. If this corporation
r from any other cause. it's affairs
hail be liquidated by three commits
toner's to be appointed at the meet
purpose of liquidation, and to be elect
q by the majority vote of all the .
tockholders voting upon a parity. Said
Iquidators shall remain in office until !
he affairs of the corporation shall
ave been fully settled and liquidated.
nd they shall have full power and !
minority to transfer and give title to
II the property ana assets of the cor |
'oration and to distribute the proceeds.
n case of death, disability or resig- !
alton OF one liquidator the vacancy
nal be filled by the survivor.
ARTICLE IN. No stakeholder shall Z
e held liable or responsible for the 3.
ontracts or faults of said corporation !
any further sum than the unpaid
aIance due on the shares of stock
wned by him, nor shall any mere {
nIormahty in organization have the
ffect OF rendering this charter null
or exposing any stakeholder to any
ABILITY beyond the unpaid balance due 9
n his stock. q
In order that this charter may serve ,
s the original subscription list, the g
ubScribers hereto have indicated oppo-
tie their respective signatures the l
lumber of shares of stock subscribed \
Or by each of them.
There is annexed hereto to be read
connection herewith an accurate de- Y
illed and itemized description of GER J
I'm property conveyed to this corpor- I
tlon Tor payment of subscriptions to !
S capital stock, together with a state /
tent of the value thereof, as appraised I
y the directors. f
Thus done and passed at my notarial u
Tfice in the city of New Orleans |
late of Louisiana, on the day. month L
nd year first hereinabove written, in o
he presence of Monte NJ. Lemann and $
ouls Bethancourt, competent witnesses | d
no have hereunto subscribed their s
ames, together with me, Notary, and p
the whole il
tOriginal signed) L
Witnesses: Monte NJ Lemann, L. n
a
WATTS K. LEVERICH o