The herald. [volume] (New Orleans, La.) 1905-1953, 1922-12-07
CHARTER.

ut the sum OF Forty Thousand Dollars,
divided into and represented by Four
Hundred shares OF the par value Of One
Hundred Dollars each, and shall be paid
| for in cash, or may be issued at not
less than par In payment for property
| actually purchased by or services rem
dered to this corporation at such times
and in such instsllments as the Board
of Directors may direct.
The amount to which the capital stock
Of this corporation may be increased is
hereby fixed at the sum of One Hun
dred Thousand Dollars, divided into and
represented by One Thousand shares OF
the par value Of One Hundred Dollars
each, and said stock or any part thereof
may be issued on complying with the
requisites Of the law, and said stock
so issued may oe paid for in cash or
may be issued at not less than par in
payment for property actually purchased
! by or for services rendered to this cor
poratiOn at such times and in such in
stalments as the Board of Directors may
direct.
| No stakeholder shah sell his shares
! in this company without having first
! and said Board shall have the right to
purchase the same for the benefit of the
other stockholders within ten days there
after at the book value as shown by the
last annual statement.
There shall be written or printed
across each certificate Of stock: These
shares shall not be transferred, except
in the manner required by the charter
and bylaws Of this company"
| ARTICLE V. All the powers OF this
corporation shall be vested in and ex-
ercised by a Board of Directors to be
composed Of not more than i've and not
| less than three stockholders, as may be
determined by the Board Of Directors, TO
be elected annually on the second Mon
] day of January of each year, and a
majority of whom shall constitute a
ness, and majority OF votes cast shall
decide all questions; all such elections
shall be conducted at the office OF this
corporation under the supervision OF two
commissioners TO be appointed by the
president Notice Of such election and
of all other meetings of stockholders
shall be given personally or by deposit
| ing in the United States pOstOffce in
New Orleans. at least fifteen days be
fore such meeting, notice OF the hold
| ing thereof, inclosed in a postpaid wrap
Aper, addressed to each stakeholder at the
last address furnished to this corpora
Ition by said stockholders, at the last ad-
8dress furnished TO this corporation by said
address is furnished then addressed
General Delivery" New Orleans. At
| least two days before said meeting a
complete list Of the stockholders entitled
to vote shall be open to inspection by
the stockholders at the place OF said
meeting. At said election and at all other
meetings Of stockholders the voting shall
be by ballot. and each stakeholder shall
be entitled to one vote for each share
of stock standing in his name on the
books Of the company, to be cast In
person or by proxy.
Fifty per centum of the outstanding
capital stock Of this corporation shall
constitute a quorum at any and all meet
ings for the transaction OF any and all
business. except as otherwise provided
by law. The majority Of stock voted
at any said meeting shall decide all
questions, except as otherwise provided
by law or by this charter.
Vacancies occurring in the Board Of
or otbeswiSe shall he iiIed by the re.
naming members Of the board by selec-
ton from the other stockholders.
The failure to hold an annual election
or to elect directors as above provided
shall not dissolve the corporation, but
the directors and officers then in office
shall cause an election to be held as
soon as possible thereafter, notice OF
which shall be given as above provided
for the holding of the annual meeting
of stockholders, pending which election
the then directors and officers shall re-
main as such until their successors have
been duly elected and shall have qualified
The Board of Directors shall within
thirty days Of each annual election elect
from their own number a president and
a vice-president, and shall also elect a
| secretary and treasurer, and shall have
power to combine the offices of secre-
Ntary and treasurer in one person.
The Board Of Directors shall have the
power Of delegating all or any of its
power in the transaction OF the business
committees of it's own body. or to Off
GERS and agents of this corporation, and
| the Board Of Directors may appoint
from time to time such officers. man.
/ ayers, clerks, agents or employees as
they may deem necessary or proper for
the conduct of the business of this cor
poration, and such officers, managers
clerks, agents and employees shall hold
office only at the pleasure of the board
Any and all directors shall hold office
at the pleasure of the stockholders, who
may at any general meeting for that
purpose. on notice as above provided fol-
stockholders, declare such directorship
! vacant and elect their successors. and II
shall be the duty of the president oil
secretary to call meeting for that pur-
pose at the request in writing of ten pei
centum of the capital stock of this cor.
poration then outstanding.
The Board of Directors shall have the
power to adopt bylaws for the govern
ment of this corporation, and to alter
amend and abolish the same at its pleas
ure. at any general or special meeting
of the boaH, and no previous notice OF
any intention to alter, amend or abolish
the bylaws shall be required.
The first Board of Directors shall be
composed Of l.. Leon Villere, st. Denis
J. Where. Miss Corinne Marie Where
Miss Mathilde Louise Bernard and Mis-:
office addresses appear above, with L
Leon villere as president, st. Denis
Villere as vice-president, Miss Mathild,
Louise Bernard as secretary, Miss Co
rhine Marie Villere as treasurer, and
Miss Anais Josephine Where as mem
Der of the board, who shall hold theil
Offices and exercise their functions unit
the annual election to be held on tn,
second Monday in January, 1924. or unit
their successors are duly elected and
qualified. subject to the conditions here
inabOve provided.
ARTICLE vi. This act of incorpor
alton may be modified, added to, Of
changed, or said corporation may be dis
solved in the manner provided by thu
laws Of the state Of Louisiana, and a
ever this corporation is dissolved eithe
by limitation or otherwise, its affair.
shall be liquidated by two liquidatinl
commissioners to be elected at a genera
meeting Of the stockholders called fo
the purpose Of voting on the questions
Of liquidation, thereafter. and in cas-
Of the death or resignation of any o.
the said commissioners the surviving Of
remaining commissioner or commission
ers shall continue to act and in case o.
death or resignation Of all of them, theI
two more commissioners shall be elected
by the stockholders to complete thu
liquidation.
} All meetings Of the stockholders and
at the office of the company, or IL 4
has ne office at some other accessible
place Of business, and any or all no
tees provided by law or this charte
to be given to stockholders or to direc
|. tors NAV be waived by the unanimous