The herald., 1922-09-14
CHARTER.

or appropriate to the accomplishment
of any of said purposes or germane
ARTICLE ~. The presently author
lied capital stock of this corporation
is hereby fixed at the sum of one
Million Dollars (Sl,00O,O0O divided
into and represented by ten thousand
lU, 0OOD shares of the par value or
one Hundred Dollars (SlOO.OO) per
share. The amount OF said stock may
be increased to Five Million Dollars
e. 900. 100000.
ARTICLE V. No transfer of stock
shall be binding upon the corporation
upon its books. The corporation shall
have the right to refuse To transfer
any stock 50 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 4
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-
vided, If the stockholders shall not
have elected the same. A majority of
the Board shall constitute a quorum.
Said Board of Directors shall be elected
annually at the stockholders meeting
to be held annually at the office of
the corporation on the second Monday
in May of each year. after notice given
TO each stockholder by mail at least
fifteen days before the date of the
meeting. addressed to the last deslg-
mated address of the stakeholder; or,
if he has designated no address, to the
General Delivery at New Orleans.
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
shall be given In the manper provided
Tor annual meetings; provided that in
all cases all>notice may be waived by
unanimous consent. Each shareholder
shall be entitled to one vote for each
share of stock standing in his name
on the books of the corporation, said
vote to be cast in person or by proxy
and a majority of the votes cast shall
elect. Failure to elect Directors on
the day above specified shall not dis
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 fill 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-
ucHl, q NlCe-tTeSluent anu snail also
elect a Secretary and Treasurer who
may be 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
or combine and /or separate any of
them. and / or elect any other such
officers as the Board may think proper
company's business, and to provide
that said officers need not be mem
bers of the Board or stockholders; and
the Board shall fix the salaries of the
orficerA agents and employees. AT
any meeting of the Board of Directors
any Director absent from the meeting
may be represented by any other d.
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 we'll as alter
and amend, all bylaws, rules and regu-
lations necessary and proper for the
support and management of the bust
ness and affairs of this corporation
and not inconsistent with this charter;
and they shall have power to authorize
the borrowing of money and the issu-
ance or notes and the execution of
pledges and mortgages. and generally
TO do all things necessary or convenient
for the proper carrying on of the bust |
ness of the corporation.
Until general meeting of the stock |
Oh directors TO be |
held in 1928. or until their duly quail |
fled successors are elected and in !
stalled, the Board of Directors shall |
be composed of the following: H |
Buchanan. the post office address of |
all of whom in United Cotton Build |
ing. New Orleans, Louisiana. Pending |
the general meeting of stockholders |
in 1923. these Directors may elect |
other Directors up to a total of Five |
ARTICLE VII. This act of incor-
poration may be changed. modified or
amended. or the corporation dissolved |
by a vote of two-thirds of the entire |
capital stock present or represented at |
4 general meeting of the stockholders
for such purpose after pre-
vious notice shall have been given in |
the manner above required, to be given |
of the annual meeting of the corpor- |
ARTICLE VIII. II this corporation
shall be dissolved. either by liquidation |
Dr. from any other cause its affairs
shall be liquidated by three commits
sIoners to be appointed at the meet
purpose of liquidation, and to be elect
ed by the majority vote of all the
voting upon a parity. Said
the affairs of the corporation shall
have been fully settled and liouidated.
and they shall have full power and
= authority iS to transfer and give title to
poration and to distribute the proceeds.
In case of death, disability or resig-
nation of one liquidator, the vacancy
sfa.I be filled by the survivor
ARTICLE TX. No stakeholder shall
be held liable or responsible for the
contracts or faults of said corporation
N any further sum than the unpaid
balance due on the shares of stock
owned by him, nor shall any mere
nformality in organization have the
ERECT OF rendering this charter null
,r of exposing any stockholder to anv
liability beyond the unpaid balance due
IN his stock.
In order that this charter may serve
Is the original subscription list the
hereto have Indicated oppo-
ute their respective signatures the
lumber or shares of stock subscribed
or by each of them.
There is annexed hereto to be read
n connection herewith an accurate. de-
allied and itemized description of GER
am property conveyed to this corpor.
.tion for payment of subscriptions to
Us capital stock, together with a state
~ the directors.
Thus done and passed at nv notarial
ffice in the city of New Orleans.
tate OF louisiana, on the day, month
M year first hereinabove written, in
ne presence of Monte NJ Lemann and
.ouis Bethancourt Competent Witnesses
Who have hereunto subscribed their
ames, together with me, Notary, and
f the whole
(Original signed)
witnesses: Monte NJ. Lemann, l..
WATTS X. LEvERICH.