The herald. [volume] (New Orleans, La.) 1905-1953, 1922-04-20
CHARTER.

| this corporation is hereby fixed at the
sum of Twenty-Five Thousand Dollars
1925 OOO.OO), divided into and represented
by two hundred and fifty shares of stock
OF the par value Of One Hundred Dol
! lars (S100.00) each. Said stock may be
issued full paid and worcestershire, fol
cash or property, real or personal, or FOL
services rendered. Any increase of cap
ital stock hereafter made may be issued
for cash or the acquisition Of property
insurance agencies or businesses, or
other rights to be acquired by the cor
poratiOn, or for services rendered and
labor performed. The capital stock may
be increased to Fifty Thousand Dollars
! $50 100000.
No stock shall be sOid or transferred
/ until an opportunity is first afforded all
other stockholders of record to purchase
said shares of stock at book value, as
| shown by the inventory preceding such
/ notice. Written notice shall be given
] by the owner to the Board of Directors
| for the use and bepeft of such other
| stockholders; it shall be transmitted
without delay by the Board to them, and
must be accepted within thirty day
from receipt Of the Boards notice and
paid for in cash within ninety days from
such notice. The stockholders shall have
the right to buy said shares in proper
ton to their holdings, and any shares
not taken in proportion may be taken
by the other shareholders. Failure or
the stockholders to buy shall by the mere
expiration of the time limit release the
stockholders from the effect of this pro-
vision.
No stock shall be held in this cor
poratiOn by employees, who are not Ofi.
GERS, except such as has been subscribed
for in this charter or which may be-
transferred with the consent of the Board
of Directors to such employees at the
time of or during employment. When
ever such employment ceases through
death, resignation, dismissal or other
wise, the Board of Directors shall call
the stock of that person for transfer to
the other stockholders, as provided in
this charter; but the price to be paid
shall be book value as per inventory last
preceding such call; the said price shall
be paid in cash within sixty days from
such call No stock held or controlled
by such employees shall participate in
any rev stock hereafter authorized and
issued, or in any stock hereafter to be
issued when sold under the preceding
provisions. unless with the consent of
the Board Of Directors expressed by res
OlutiOnS entered on the minutes. For
the purposes of this article the inven-
tory and books shall be closed as Of juno
Both and December 3lst, in each year.
from and after December 3lst, 1922. The
substance of the foregoing provisions
shall be stated briefly and succinctly in
or on the face Of each certificate of stock,
and shall be conclusive evidence and
notice to all persons dealing Herewith
The Board of Directors is hereby con
stituted the agent of the stockholders
for the purpose of enforcing and carry
ing out the foregoing provisions.
ARTICLE V. All of the corporate
powers vested by law or this charter
in corporations shall be exercised by the
Board of Directors of this corporation
including the right to manage. control
and direct the affairs Of the corporation.
20 IN
pOration or merge the same into another
corporation, and to take in payment of
any such sale of merger. cash, bonds.
notes or stock of the purchasing or
merging corporation. or of new cor
pOratiOn, created for the purpose. with
out the necessity Of referring either or
any of said acts to the stockholders.
TIL Board of Directors of this cOrpOr-
alton shall be composed of four stock
holders. who shall be elected annually. on
the first Tuesday of February, of each
year. The first Board of Directors of
this corporation shall be composed of
Peter F. Pescud. Edward L. Sarrat,
James FernOn and Linden F. Braud. who
shall hold office until the next annual
meeting on the first Tuesday of Febru-
airy. 1923. with Peter F. Pescud as Pres
ident. James Fernon as Vice-President,
Linden +. Braud as Secretary, and Ed
ward L. Sarrat as Treasurer. The cleo
ton of the Board of Directors shall he
preceded by three days written notice
to the stockholders. delivered in person |
or sent by mail to the address given in |
the current city directory, unless the
address Of such stakeholder shall have |
been registered with the Secretary. and |
in default of either, care Of General De |
shall be held at the office of the cor |
poratiOn at such hour as may be fixed |
by the incumbent Board of Directors |
and under the supervision of three (3) |
appointed by the same |
At such election each stakeholder shall |
be entitled to one vote for each share |
Of the capital stock held by him, and |
the persons receiving the highest num- |
Der Of votes cast at said election shall |
be declared elected. and the Board OF
Directors thus elected shall meet and |
organize as soon after said election as
possible. A majority Of the whole Board |
shall constitute a quorum, and Direc-
tors absent or unable to attend may |
authorize directors present to represent |
them by written proxy filed with the |
Secretary. and with all the powers such |
absentees could exercise II present In
person.
All routine business matters shall be
decided by the majority vote Of the
quorum present at such meeting. not |
anything in this charter
or the law to the contrary; but any mat
ter or thing affecting the general policy. |
poration shall be adopted only by the
vote Of the majority Of stock held by
the individual members Of the whole
Board of Directors, and proper minute
entries shall be made to show these facts.
The Board Of Directors may establish
bylaws, rules and regulations for the
government Of the corporation, and II |
may also create committees for the man.
agement of the several departments Of
It's business. including an Executive
Committee of not less than three (3)
members Of the Board. which committee
shall be empowered to exercise all the
functions Of the Board Of Directors dur
ng the recess Of this Board, save those
herein reserved for the full Board. The
Board of Directors shall fill vacancies
occurring in this body during the term
hereof Meetings of the Board Of Direc-
tors may be held at such times as shall |
De set by the Board itself or at the call
VI the President and at the request of |
any two stockholders.
ARTICLE vi. This charter may be
lmended and the capital stock increased
Ind decreased with the consent of two
thirds Of all Of its stock expressed at
| meeting called for that purpose, or in
my other way permitted by law.
ARTICLE VII. This charter may be
dissolved with the consent of two-thirds
II the issued and outstanding capital
tock expressed at a meeting called for
hat purpose. or In any way permitted
~ law. Upon the dissolution of the
corporation by limitation or otherwise,
he stockholders shall elect from among
heir number one or more liquidators.
md fix the terms. conditions and other