The herald. [volume] (New Orleans, La.) 1905-1953, 1922-01-26
CHARTER

/ uNiueu INTO ana represented h.
thousand l1VO) shares Of the n,s' H.
of One Hundred Dollars SID ao Val.
/ share. the remaining Vrpyisions I'D D.
~ to remain unbalanced and =, Arll.
Article of the charter ufsSaid dhsa,
I so as TO prOyid" a Board Of ,eompalJ
not less than seven uus more than s
directors. instead OF ~ board eless
OF from hVe TO N-N"H .IregtorS tSsuas
/ naming provisions r. Artirl. Y cue
/ main unchanged. 50 THAT aid 40 d
and said Article \ shall h.reaf,oe n
and be as follows: fest
ARTICLE ". The rgul.at -,
this corporation Is hereby fyad oek q
sum of Five Hundred Thousand al al d,
. $500 900 OOl, divided into and rpuOlah
ed by live thousand i5UpW ,baroIp iesea.
/ par value OF one Hundred nort u
stock may be increased 30 Ten H. A. aA
[ Thousand Dollars Isl 900 600 Ooi uu0ies
transfer of stock shall o. bindjnn 10
the corporation unlcS, made ard upss
ed upon its books. so storkLoIdo. ece't
have right 10 transfer or cnnyau slll
of his or her stock az the corno,..aN
: unless and until he or she shall baauA
made written offer 10 the o,hae M
stockholders of the corporation a. "a
the corporation itself. to sell his n.
stock to them at the book yalue ,s.N
Book value as used herein. "a ksIIT
Defined 10 mean the value at which "
assets and liabilities Of the corno.N
nave been In good faith entered uDon y
books. Such written offer shall Nv
dressed to the other then stockhN,.1
and to the corporation itself rolIac,,sn
and shall be delivered 10 the Office ~
corporation not less than ten davs
to the application for transfer ~ N
stock. The corporation shall trsa.us
this offer to the respective then s,s~
. hnlHDFS ~.
desiring TO sell shall be distribntaS ~
rata among such of the other stocthiw
ers as desire to purchase in the nee
tiOns in which the holdings of the s,p.s
holders DESTROYS of purchasing hass
each other; and if the total which =,
other stockholders desire 10 purchass
less than the total offered for sala ~
after each of the other stockh,ider, -.
have taken and paid for the amonn.
stock which he or she desires TO INV
to which he or she is entitled thar n
remainder untaken shall be omen for -
chase by the corporation itself: and -
less prohibited by law, the corpor,s~
may ITSELF use and apply its surp%
earnings or accumulated profits "a ~
purchase from any stakeholder desl,-.
to sell of any portion of that stockhnT
erS stock which none of the other So
holders may desire to acquire Ar ~
book value thereof; provided. that \.
corporation shall not apply any a, n
capital to the purchase of such stock, b-
shall always maintain its capital upir
paired. The corporation shall have NJ
right TO refuse TO transfer any stock
long as the shareholder demanding ~
transfer is in any way indebted 10 N
corporation. and the corporation sbJ
have lien, pledge and privilege on e,s
share of stock to secure any indebtedDss
due by the shareholder to the corpo,.
ShnnIh nf hn -
for sale be not desired by the other sto,E
holders, and should the corporation isg
be unwilling or unable TO purchase an
OF the same out of its surplus earnins,
within ten days from the receipt Al N
corporations office of the written Of,
to sell, then, and then only. shall o.
stakeholder desiring to sell be enttls
to transfer such undesired portion Of N <
stock to such person or persons and
such price as he or she may see ft. Tht
provisions of this article shall be printN
upon the face of each certificate OF s,Od 4
issued by the corporation, and shall /
binding upon every person now or he.
after becoming stakeholder in this CO. s
poration, all Of whom agree to the Bn &
visions hereof and take such stock ae
Ject thereto; and all pledges, hypothen a
lions or other encumbrances of ~
stock, or dealings with regard thers
shall be subject to the provisions here's 3
ARTICLE V. "All the powers OF tAh 5
corporation shall be vested in a Bo,s
composed of not less than seven nor mon 3
than eleven directors. The precise nur &
Der of the directors within said lmh B
shall be fixed from time to time by VOC
of the stockholders at the annual mes
ings or mt special meeting called a.
that purpose; provided that in the 81
terval between stockholders meetings n
Board itself may elect additional diru
tors within the maximum limit sbsN
provided that the stockholders shall u q
have elected same. A majority Of nt
Board shall constitute quorum. s..
Board of Directors shall be elected o
nually at stockholders meeting to
held annually at the office of the corpG
alton on the third Tuesday in Janalr
of each year Tor the next legal day
that be holiday, after notice given i
each stakeholder by mail at least ffte
days before the date of the meeting. n
dressed to the last designated address
the stockholders; or, If he has designs
ed no. address, to the General DeIiyg
at New Orleans. Special meetings Of d
stockholders may be called by the Boa
at any time, and notice thereof shall
given in the manner provided for annsl
meetings; provided, that in all cases !
notice may be waived by unanimous a.
sent. Each shareholder shall be enhhd
to one vote for each share of stock stan
corporation, said vote to be cast In p
son or by proxy, and a majority OF
votes cast shall elect. Failure to ~
on the day above specified q
not dissolve the corporation, but
directors then in office shall remain
office until their successors are eled
The Board of Directors shall have poo
to fill all vacancies which may occur
In any manner arise or be created
the Board, even though no quorum
main at the time such vacancies ~
be filled. The Board shall elect
their number a President, a Vice-f
dent and a Secretary Treasurer; pre
dispense with any of said officers ana
may combine and or separate any
them and /or may elect such other ofnon
as they may think proper or convene IA
for the carrying out of the compaN
business. and may provide that sucn III
hcers may not be members OF the b@s
OF Directors; and they shall fx the n
aries or the officers. agents ana 80
ployees. At any meeting Of the Bes.
of Directors, any director absent Tu1t
the meeting may be represented Dy
other director, who may cast the voN
the absent director according TO the
ten instructions, either general or
cial, Of said absent director. The
Of Directors shall have authority 70
and establish, as well as alter and -
all bylaws, rules and regulations
sary and proper for the support ana
agement of the business and anain
this corporation and not inconn
with this charter and they shall
the power to authorize the borrowi
money and the issuance Of notes, ans
execution of pledges and mortgages
to do all things necesn
for the proper carryms
Of the business of the corporafioA
Until a general meeting OF the
holders for election of directors
held In 1922, or until their duly qu
successors are elected and instahee.
Board Of Directors shall be compo
the following: Felix p. Vacess%,