The herald. [volume] (New Orleans, La.) 1905-1953, 1922-03-23
CHARTER

| sum ''ii' W SUBJECT hereto "a
ARTICLE V. Except as
herein provided, all the power ne'Vs
corporation shall be vested ~ Of ~
cised by a Board of not los ana eI.,
or more than seven director. ~ah Tn
whom shall own in his own ri,st each .
one % full-paid and unpledgedt at ksS
the capital stock The FIR, share
| Directors shall consist Of tbrea p9oaft 4
and said Board shall have the nurectOa
the first year of The corporate power %
Iy luminous vote, to increase tha
per Vi directors 10 any numb. u'n-
exceeding seven and to fiji tn timber d,
| thus created. Thereafter tho rSseancs
at the annual meeting each w. mode,
election of directors shall a. LOT u
| number of directors for the a,.ss.ua'e u
! The said Board of Directors "a,
elected annually, by ballot. ar ~ snall y
| meeting of the corporation to ha aaasu
the last wednesday in January ;ssH
| year, after notice given 10 2 esg
holder. by mail. addressed 70 'S SS Sst
last known postoffce address MS OF As
| ten (lOJ days before the ds,o d aS
meeting. The Board of Dir. u
/ their first meeting following eack S
! election, shall elect from that anna
a President, one OF more Vice. 'hOs
and also (but not necessarily fro,sNst
NUMBER a SecretaryT Treasurer osa u,
other OIhcers as they may deem as
/ Sary. The Board shall have nj. aecet
| its discretion. to unite two power
offices and to confer the same rn, aos
| person, or to dispense with an pVa v
All officers and directors shall boI. olae
| until their successors are eIac,", Olaa /
| qualified, and failure TO elect Az ~
! on the date specified herein shan na sasa
| solve the corporation, nor dison.Tvtt ~
directors or o1hcers, but directors ~
oIIcers then In Office shall PENAL.
| office until their successors ara ai
or qualified. Three directors shan Ss
stitute a quorum, unless the BoarS 90
| consist of three, in which erar. VA
directors shall constitute a ouornr
| any meeting of the Board of M.
any absent director may be ren,a'.l.a
| by any other director. who NAV o..
vote of said absent director accorSIaN
the written instructions, whether raHsI,
or special, OF sald absent director. Snsa.
| meetings of the Board may be c,,,lS
the President, or upon demand ., Y
| two directors must be so called a, ~
meetings the business of the cornos.sH
may be transacted. ~'
The directors are authorized IA -
and establish, as well as alter and an
all bylaws, rules and regulations ~.
sary and proper for the support And ~.
agement of the business and affair =
the corporation not inconsistent with y
charter; to direct and determine the NJ
and disposition of. any surplus or n
profits over and above the captsl ,,.'s
paid in; to issue and deliver notes b0,;, |
or other obligations of the said aomn,,, |
in payment for money, labor or ssrv;s
or property or rights actually scar,,S
and received by the corporation. on nj
terms as the directors may think n,o,.,
and generally to do all such things ,
may be necessary or convenient aud n,an
er to carry out the purpose for ThtA
this corporation is organized, and IA y.
ercise its corporate powers; proyIda
the President shall have authority, wn
out referring, to the directors. 10 y
lease, assign, transfer convey, encumhr
or otherwise dispose of and deliver an y
the property of the corporation upr
such terms and conditions and for sua
considerations. whether in cash, bond
notes, obligations, stock in other COZ.
panies, or other property, as in his d.
erection he may deem advisable 10 ba.
row money, to execute mortgages ism
notes, pledges, bonds or other obHs.
tions, in such amounts and on such tan,
as in his judgment may be deemed ii
vantageous. Vacancies occurring In N
Board of Directors may be filled for d,
remaining term of the Board By the n
Nutlld
quorum remain or not. Special Hes
ings of the stockholders may be ealls
by the Board at any time, and shall \ |
called at the instance of the shareholder
holding twenty-five per cent Us per cent
of the stock of the corporation: and .
all such meetings notice shall be give
in the manner provided as to ANNA
meeting; provided, that in all cases d |
notices may be waived. A quorum |
80 q hA 90 al ahan
consist of a majority of the voting sod |
of the corporation. represented in PERU |
or by proxy. A majority Of such quorr I
shall decide any question that may esn
before the meeting. Until the next d |
nual meeting of the stockholders for eN |
ton of directors, to be held under IN .
charter on the last "Wednesday In Jili .
airy, 1923, or until their duly Qualf. /
successors are elected and installed, IN /
Board of Directors shall be composed q
Leo Fellman, postoffice address 3l5 "
rome street, New Orleans, La; Gem
Fellman Elias, postoffice address "a
street, New York, n. Y; Laurel yE .
man, postoffice address 315 Barolr
street, New Orleans, La, and such oile
members as may be provided for ~
elected by the Board under the iD'n
authorization, with the said Leo Fellnn
as President and said Laurel Eellmn
ARTICLE vi. Whenever this corpsn
ton is dissolved. either by Limitation
time or by determination OF the 500
holders, its affairs shall be h1uiane
under the supervision Of three ~ inqf
dators to be appointed for that purp@
at general meeting of the stoekhoan
convened after at least fifteen uol en
notice, which shall be sent by mai
all Of the stockholders, at their ~
In aIA ar IN 0'1t
postoffice address Is known, to tne ~
eral Delivery at New Orleans, and ~
likewise be published for ten conseealss
days in one daily newspaper pupm'.
in the city Of New Orleans. In oS
death, resignation or inability TO au
one of the liquidators. the vacancy ~
be filed by the remaining liquioaIyn
The said liQuidators shall remain i.
office until the affairs OF the corpolns Nv
shall have been fully settled and hlJ
dated, and shall have full power -
authority to transfer and give uLx
all assets and property Of the eo.p]s
ton, by public or private saie' an'
distribute the proceeds. .,-
ARTICLE VII. This act OF incoigsJ
ton may be modified. changed nas
or amended, or said corporation ns ~
dissolved with the assent or tWvsi
(2-3) of the entire outstanding or
srl
holders convened for that purpose
previous notice shall have been p,e IA
the same manner as provided IL - -
vi for notices of meetings for tns
ton Of liquidators. Any increase
crease in the capital stock WHICH % "
proposed or made shall be mace 49,,
cordauce with the laws Of the sss 4
Louisiana. on the subject Of alter, u.,,,a
amount OF capital stock Of corp s.
No stakeholder shah be held naDs s.s,
sponsible for the contracts or Isst 10
said corporation In any further s ss,s
the unpaid balance due on the sn ~
stock owned by him. nor shall ~. a
informality in organization have .s rs
OF rendering this charter null s ~
ing any subscriber to any HAUL .S
yond the amount due on his so. III
ARTICLE VIII. This corpola.'.sos IN
commence business operations ~ sssIt
one~half C1-2) OF its authorizes =, D
stock shall have been subscrlDeo " n