The herald., 1922-11-09
CHARTER.

| owner, as well as his widow. estate or
heirs, must first tender such stock to
| the other stockholders, through the
| Board of Directors for purchase, for
period of thirty days. in writing, at
| the price of said stock on the books
| of the corporation and during said
period of thirty days the said stock
holders shall have the exclusive right
to accept or reject the purchase OF
said stock. as they may elect; and in
| the event said stockholders, through
said Board shall fail to make said pur-
chase within the said period at the
! price offered, under the conditions
aforesaid then and in that event the
| stakeholder or stockholders desiring 10
| dispose of his stock. may sell the same
! to such other person or persons as he
may see fit. All stock in this cor
! poration. whether common or pre-
| ferred. issued or to be issued, shall be
! subject to the provisions of this
| article
! ARTICLE VI.-The domicile OF this
corporation shall be in the City OF
| New Orleans, La, where all meetings
! of the stockholders or directors must
! he held; provided, that with the writ
| ten consent of all the directors. valid
| meetings of the directors may be held
outside of the State or within the
| state elsewhere than at its domicilc.
! Citation shall be served upon the Pres
/ ident, or, in his absence or liability,
| upon the Secretary Treasurer.
/ ARTICLE VII. - All the corporate
powers ~ of this corporation shall be
| vested in and exercised by a Board Of
/ Directors, four in number, all of whom
| shall be stockholders, to he elected on
! the second Monday in the month Of
! January of each year commencing with
! the second Monday in January, 1928,
! with the understanding that the first
| Board of Directors selected by the
! stockholders and named in this char
! ter. as well as the first set of officers.
/ as hereinafter named. shall hold office
J until the second Monday of January.
| 1923, or until their successors have
! been elected and have qualified.
After the election of said Board Of
| Directors by the holders of the com
mon stock, as herein provided, there
! shall be elected by said directors. from
| their own number the officers of this
| President and -Secretary-Treasurer.
| The first Board of Directors and the
| officers of this corporation shall be the
| following, and which said Board of
Directors and officers shall serve un-
| til the election to be held on the second
| Monday of January, 1928, or until their
| successors are elected. chosen and
| qualified The address of said direc-
| tors and officers are set opposite their
respective names: Eugene Freeman.
President, New Orleans; Mrs. Eugene
| Freeman, New Orleans. La; William
l. Barlow Secretary-Treasurer, New
Orleans, La; Adolph III. Leibe, New
| Orleans. La.
The Board of Directors shall have
the right to fill all vacancies occur
| ring in their number, whether resulting
from death, resignation or otherwise.
ARTICLE VIII-The annual meet
ing of the stockholders of this cor
poration for the election of directors
! shall be held on the second Monday in
January of each year. commencing with
the second Monday in January, 1928,
! until which time the officers and di-
rectors named in this charter shall con-
tinue in office, or until their successors
have been elected and qualified. The
election for said directors shall be by
ballot, and the majority in amount of
common stock voting, whether in per
i son or by proxy, shall elect the persons
for whom they are cast Each share
! of stock voted upon to be counted for
but one vote. Said stock shall not be
entitled to cumulative voting.
The Board of Directors is further
| authorized to frame and adopt such
bylaws. rules and regulations as the
affairs and business of the company
may require and it may deem neces-
! sary for the conducting and manage
| ment thereof. provided the same does
not conflict with this charter and the
laws of the State of Louisiana and
those of the United States of America
to name and appoint managers, fix
their compensation and terms of EN-
|
point agents and employees as in its
discretion may seem fit and proper as
well as to fix the, salaries and terms
of employment of the officers, en-
ployees, clerks and assistants. The
Board of Directors is specially vested
with the power to acquire and pur-
chase such property or business oil
good will, or all of these from indi.
viduals, firms or other corporations, as
said Board of Directors may deem ad.
visable and proper. and at such price
and on such terms as they may deem
best, and to pay therefor in the full
paid common or preferred capital stock
of this corporation or otherwise. This
power to purchase and acquire to be
exercised by said Board without the
necessity of referring to the share
holders for authorization.
ARTICLE IX.-No stakeholder shall
ever be held liable or responsible for
the contracts, faults or debts of this
corporation, nor shall any mere infor.
mality in its organization have the
effect of rendering this charter null
liability beyond the unpaid balance due
on the stock owned by them.
J ARTICLE X.-The names and post
office addresses of the subscribers e
these articles of incorporation and the
number of shares of stock subscribed by
New Orleans, La. 80 shares common
800 shares preferred; Mrs. Eugene Free
man, New Orleans, La l share com
, mon stock; William /. Barlow, New
Orleans, La, 80 shares common stock
, Adolph III. Leibe, New Orleans, La,
share common stock
| ARTICLE XI. ALL stockholders
; meetings for the election of directors
, as above stated. shall be held afte
: fifteen days written notice mailed e
each stakeholder. Other stockholders
meetings may be held when ordered b,
the Board of Directors or when re
. quested by at least twenty-five PEI
, cent of the outstanding common stock
, Notice of all stockholders meeting
, other than adjourned meetings, shall
: De given In the manner prescribed 70
stockholders meetings for the election
. of directors, unless such notice Il
waived by unanimous consent
ARTICLE XII-This charter ma,
, be amended altered or changed az ;
, special meeting of the common stock
holders. called for that purpose. motto,
of which is to be given in accordanc.
with the provisions of this charter b,
, the vote Of two-thirds of all the com
, | mon stock
ARTICLE XIII. This corporatio,
, may be dissolved by the vote of two
thirds of all it's outstanding common
, stock. and upon complying with tn
. requirements of Section 28 of Act 26
of the Louisiana Legislature of 1914
and in the event of such dissolution
liQuidators shall be named and an
pointed with all the necessary power
! and authority, all in the manner an,
as provided in said legislative act
Thus done and passed in my offic
| on the day and date first written abOv