The herald., 1922-02-23
CHARTER.

w ~ "a u Y II Tue All
may be issued at not less than par for
labor done or property actually received
by the corporation.
This corporation shall become a going
concern and be authorized to do business
as soon as all of its capital stock shall
have been subscribed and paid for.
The amount to which the capital stock
Of tais corporation may be Increased
shall be the sum of Five Hundred Thou
sand Dollars $500, O00.O0).
No stakeholder shall have the right to
sell or otherwise dispose of any stock
of this corporation without first offering
the same in writing to the Board of
Directors Of this corporation, through its
President, which Board shall have ten
(1O) days within which to accept or re-
fuse the offer, but said board of direc-
tors shall have the right to purchase any
stock SO offered or any part thereof
at its book value irrespective of what
price may have been offered for said
stock by anyone. Should said board of
directors fail to avail itself of said
privilege within said period of time, the
said stock may be offered and sold to
any other person or persons.
ARTICLE V.-All of the corporate, powers
of this corporation shall be vested in
and exercised by a Board Of Directors.
composed OF five (5) stockholders, three
90 of whom shall constitute a quorum.
Said directors shall be elected annually
on the first Monday in March Of each
year at a general meeting of the stock
holders, except the first board of direc.
tors appointed in this charter, who shall
hold their offices until the first Monday
in March, 1923, or until their successors
shall have been duly elected and qualified.
All such elections shall be held by ballot
and conducted at the office of the cor
poratiOn under the supervision of two
(2) commissioners to be appointed by the
board of directors. Notice of such meet
ings and Of all other stockholders meet
ings shall be given in the manner pre-
scribed by law, and when not SO pre-
scribed, then written notice of such meet
ings shall be designated. at least fifteen
G5) days prior to the date of such meet
ing, in the post office of the City of
New Orleans, postage prepaid, properly
addressed to each stakeholder at his last
known residence or place of business.
At all such elections and at all cor
porate meetings every stakeholder shall
be entitled to one vote for each share or
stock standing in his name on the books
of the corporation, to be cast by him in
pe-sOn or by his written proxy. and a
majority of the votes cast shall elect.
Any vacancy or vacancies occurring
among the directors by death. resigna-
ton or otherwise, shall be filled by cleo
tion for the unexpired term by the re-
naming directors.
The failure to elect directors on the day
above specified shall not dissolve the
corporation, nor impair its corporate ex-
istence or management, but the direc-
tors then in office shall remain in office
until their successors are elected ana
qualified.
The board of directors shall. annually,
pit its first meeting after election, elect
from its own number a President, one or
more Vice Presidents, n Secretary and a
Treasurer. or it may elect one person who
shall. lie both Secretary and Treasurer.
who need not be a member of the board
OF directors. The board of directors may
also elect one or more assistant secre-
taries, neither of whom need be members
of the board or stockholders in this cor
poratiOn. The board of directors shall
have power and authority to name and
appoint all such other officers, agents and
employees as may be deemed necessary
for the purposes and business Of this
corporation. Said board shall have power
and authority to fix the compensation and
define the duties of every officer and EN-
plOyee, and all officers and employees
Shall hold office and employment at the
pleasure of said board.
Said board may make and establish, as
well as alter and amend, any and all
bylaws, rules and regulations necessary
and proper in it's judgment for the con
duct, support and management Of the bust
ness and affairs of said corporation.
At all meetings of said board Of direc.
tors. each director shall have the right
to appoint from amongst the directors 9
proxy to act in his place and stead.
The said board shall have full power
and authority to borrow money, execute
mortgages. and create liens: to issue bonds
notes ond other obligations, and to Sc
cure the same by mortgage, pledge oil
otherwise: and, generally, to exercise al
the corporate powers and to do any ant
all things reasonable, convenient and nee
essary for the proper carrying on of thu
business and affairs Of said corporation
Said board may issue full paid shares
of stock for cash or in payment of labol
lone and performed for said corporation
or property actually received by said cor
poration, upon complying with the formal
|, tiles required by law.
ARTICLE Whichever this corpora
ton shall be dissolved, either by limita
ton or from any other cause. its affair
shall be liquidated by two C2) commits
sioners to be appointed from amongst tn
stockholders at a general meeting OF TN
stockholders convened for such purpose
two thirds in amount Of the capital stocl
I Of said corporation represented at sue
meeting shall be necessary to elect. Sal.
: commissioners shall remain in office unit
! the affairs of said corporation shall b
fully liquidated. In case of the death o
one or more of the commissioners. tn
!, vacancy or vacancies shall be filled b.
election by the surviving commissioner
. Said commissioners shall hold all power
conferred upon them by law or by IN
stockholders at such meeting, IL not in
consistent with law.
: ARTICLE vII.-No ~stockholder shal
ever be held liable or responsible for tn
contracts. faults or debts Of said corpora
ton in any further sum than the unpai
balance, IL any, due Nthe corporatDn' o
v the shares of stock owned by him, no
. shall any mere informality In organiZa
7 ton have the effect of rendering thi
q charter null or Of exposing a stockholde
I to any liability beyond the unpaid balance
. IL any, remaining due on his or ne
: stock.
ARTICLE vIII.-This Act Of Incorpora
r ton may be changed. modified or amended
! or the Capital Stock Of this corporate
L NAV be increased or decreased, or sal
|. corporation may be dissolved in the maj
ner now or hereafter provided by Law
ARTICLE IX.-The following shall cor
ttitute the first Board of Directors OF tn
Z corporation: Mr.. J. L. Onorato, New "
n leans. La; Mr.. r. w. Wilmot, New Ol
y leans. La: Mr.. G.. P. Ellis, New Orleans
9 La: Mr.. Hugh McCloskey, New Orlean
e La; Mr.. r. s. Hecht, New Orleans. La
and the following shall be the officer
of the company Mr.. J. L. Onorato, Pres
q dent; Mr.. r. W. Wilmot, vice-Presiden
!. and Mr.. H. c. Nomayer, Secretary an
Treasurer.
q The subscribers to the capital stock I
y said corporation and their respective nc
u dresses are: J. L. Onorato, 343 CaroI
delet Street, New Orleans, La. 8 shares
, c. P. Ellis. Hibernia Bank Buiidlng, ne
Orleans. La, z shares; Hugh McCloske.
4I6 Magazine Street, New Orleans, La
u 6 shares; r. w. Wilmot, Hibernia Ban
Building, New Orleans, La 5 shares: !
= s. Hecht. Hibernia Bank Building, Ne
Orleans, La, z shares; j. l.. Onorat
h Trustee. 343 Carondelet Street, New y
leans. La, 20 shares. -
T. ARTICLE X.-The subscribers here
have respectively written opposite the
q names the amount Of stock in this co
poration subscribed for by each OF the