The herald., 1922-08-17
CHARTER

ARTICLE w. The capital stock of
the corporation is increased from one
Hundred and Fifty Thousand Dollars
10 Five Hundred and Fifty Thousand
Dollars, and tn" Board of Directors
may and il is authorized to declare a
stock dividend out of the surplus anu
undivided profits of the corporation,
and to issue such portion of the in
creased capital stock in payment OF
said stock dividend in such amount as
in the Judgment of the Board OF bIreS-
tors may he warranted in the premises
and this corporation shall have the
right to increase said capital stock to
! one Million Dollars.
! All stock now or hereafter held in
| this corporation shall be so held under
| the irrevOcable contract and agree
! mcut that:
% No stock shall ever Ice sold,
transferred or assigned until 1t has
| through the Board of Directors at book
value for the use and benefit of the
remaining stockholders, in proportion
! to their holdings. Book value shall
! he established by adding surplus and
| undivided profits to capital stock at
par: deduct from this total any dlNl-
dend declared since the last trial bal
ance of the corporation and divide the
remainder 10y the total number OF
shares issued and outstanding. Notice
of offer to sell must be given in writ
ing and thirty days allowed to accept
or decline to purchase the same and
pay therefor.
j2) Stock held by officers and en-
| plovees of the corporation shall be
subject to call for purchase at book
value aforesaid, whenever such officer
or employee ceases to be in the ser
vice of the company by reason or death
or otherwise; provided that this clause
shall not be applicable to w. r. lrby
| or TO any stock owned by him. nor
shall it he applicable to any stool;
employees. The right to call said stock
for purchase shall be exercised by the
, Board of Directors within ninety days
, after the termination of the employ
ment, or after notice of death is re-
.. ceived by the company from the rep,
resentative of the decedent and said
right shall lapse If not exercised within
that period ANY stock called for pur'
chase under this provision shall be
offered by preference to the Officers
: and heads of departments then II
: same an allotment for the successor
of such employee or head OF depart
ment. which allotment shall he deter
=, mined by the Board Of Directors. stool
> not taken and paid for by the persons
= above mentioned shall be sold at sai'
book value to the other stakeholder
/ in proportion to their holdings or Z
, any of them. should all of said stock
. | ment for said stock shall be made Il
, cash within thirty days from the dat
of the cali aforesaid.
: 90 Should any Of the stock OF thi
I corporation be owned by Mr.. w. Il
| Irby at the time of his death, tn
right TO buy the same is hereby give
: to those surviving stockholders VIII
: are at that time officers or heads o
, departments in this corporation. an
l who have been continuously employe
D therein for at least five years preced
q ing such death: This This right sTs6rs may sSouP
i all not avail themselves of the priv
. ilege. The price of such purchase sha
be determined by the executor of tn
Q
, in cash or within such delays and o
: such terms and conditions as may B
+ agreed upon with the executor or un
yersal legatee OF s sbs rS agse prU Unes
notice of intention to exercise n
same shall be given the estate with
ninety days, and the transaction cor
summated within one year after sal
If Irby's death.
:, (D Certificates Of stock to have
u body OF on face a reference TO IN
particular article of the charter.
4th. Article v is amended so as
incorporate and substitute therein Il
b following provisioSs- to-wit:
h ARTICLE ". The date of the al
nual meetings OF this corporation sh ma
of January Is, as heretofore provide
30 In addition to the OFFICERS present
70 provided for. there shall be an add
eli tional officer to he known as ChairmS
of the Board. and the Board of Dire
tors shall have the power to establl!
and create other officers of the co
~ poration. There shall not be given al
er notice by publication, as heretofo
re provided; but in lieu of such mott
and of the provisions regarding nou,
any and all notices to be given und
the charter or under the law shall
delivered in person or sent by req
tered mail not less than five days l
= fore any such meeting, and any me'
ing may be adjourned to subseque
date and the same held on the a
journed date without further noti'
of Voting at all meetings shall be vi
of voce instead of by ballot, unless
on vote by ballot is REQUIRED by the stoc
It'll holders attending such meeting.
me All restrictions on the power or |
yo, Board of Directors to borroy mon
led and mortgage the property or the CO
ed pany are eliminated and removed, a
Try all the corporate powers of the corp'
lily alton shall be vested in the said Boa
for | of Directors, to be exercised by
ms, without reservation or restriction VIII
ice soeyer. The Board of Directors m
nd sell the corporation. consolidate
APP merge IL with any other corporatI
rye and Ior sell and transfer the corpor'
are property in whole or in part TO n
re- corporation created for that purpo
ny, or to any other corporation or pers
ne, upon such terms and conditions as
M nrice and method of payment, whetl
in cash bonds stock of the purchasl
err or merging corporation, as may pc
ter termined by the Board OF DlrectC
of Board of Directors shall be exercl'
in nv a majority vote in all cases, exc
the sale or mortgage of the real pr
b erty of the corporation, or or the en'
a corporate holdings; and in that
of stance the power shall be exercised
ey- the board only as and when a major
80 of the capital stock issued and o
age standing is held by the members
on said Board of Directors. unless q
de have been specially authorized by
cF. | majority of stockholders so TO act,
led of which shall be made to appear
the the minutes of the meeting OF
dag Board of Directors concerning the
ion iect matter. Should the Board
Directors not hold or possess the
d. iority Of the stock aforesaid or
mn have been specially authorized by s
- majority to vote for such sale ana
80 mortgage or purchase or merger, I
ade those questions shall be decided Dy
go majority of stockholders at a meet
az convened for that purpose, as her'
~ fore provided in this charter ana
ar amendments thereto.
eof, 5th. Said cnarter is further amen
nv adding thereto new artlcle, 10
70 known as Article TX and to READ
of follows:
ling ARTICLE TX. Any and all not
fol- reouired by this charter or by
Of law Of Louisiana now or hereafter
,sly vided whether as to meetings OF ST.
holders or of the Board of Direct
nov no waived by the unanimous
tne sent of the stockholders or the b
AIRY Of directors as the case may De,
waiver TO be entered upon the MN
tne e ~ ,,aetinp TO which the