The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-27
CHARTER.

mailing such notices to each stock
holder entitled thereto, to his last
known, then to the General Delivery,
New Orleans, La, at least fifteen days
prior to the date of such meeting (un-
less a shorter time is herein otherwise
such notice., or by publication at least
three times during the fifteen days next
preceding such meeting, in daily |
newspaper published at the city of New
OF common stock shall be entitled to one
vote for each share of common stock
standing in his name on the books of
the corporation, for the election of direc
tors or other purposes. Said vote may
be cast in person or by written or tele
eraphlc proxy, and the majority of the
Directors shall have power to fill all
vacancies that may occur in the Board
provided. however, that upon the re-
quest OF the holders Of ten per cent
special meeting may be called, and
shall upon request Of the holders of
twenty-five per cent ESQ., of such
stock be called for the purpose of filling
same has been temporarily filled by the
Board Of Directors or not, and at such
meeting such vacancy may be filled by
the vote of holders of common stock.
and the director elected by the board to
fill such vacancy shall thereupon ipso
facto cease to be a director of the cor
pOTdtlOn, ana the director elected at Sucn
special meeting shall fill the vacancy
thus created. Failure TO elect the direc-
tors at the time and in the manner pro
vided herein shall not dissolve this cor
office shall remain in office until their
successors are elected and qualified.
ARTICLE VI. The Board Of Direc-
tors shall within thirty Gays following
an annual election elect from among
their number a President, one or more
Zoo. d. lgrfNH h InNN
respective rank as they may determine)
they shall also elect a Secretary and a
Treasurer, who may or may not be
stakeholder or director; they may also
elect or appoint any other or additional
officers that they may deem necessary,
and shall have the power. in their dis
erection, TO unite any two or more offices.
In furtherance and not in Limitation of
the general powers granted by this
charter and by the law to the Board of
Directors TO administer and conduct the
affairs of the corporation, the Board Of
Directors shall have the power and au-
thority to make. alter and amend by
laws, rules and regulations that II may
deem necessary, not inconsistent with
this charter or with the law; to employ
and discharge all officers, agents and
employees, and to fix their compensa-
ton; to execute bonds. mortgages. notes.
pledges and other forms of obligations
herein provided, in such amounts and
on such terms and on such conditions
as they may determine; to borrow
money and to secure the same, as they
may deem necessary; to issue and de-
of this corporation. for property, ser
vices or rights acquired. and generally TO
do any and all acts not prohibited by
law or limited by this charter, which
| in their discretion they may deem nee
essary or proper for the furtherance Of
and Incident to the business carried on
! by the corporation.
The Board OF Directors shall have
power and authority at the conclusion
OF each fiscal year to divide among and
! to pay to such officers of the corpor-
| alton and in such proportions as they
may determine. in their unrestricted
Of thirty per cent C3Octl of the net
| profits Of the corporation for such year
in excess Of five per cent (oc5) on the
outstanding common stock. plus six per
cent (6cc) on the outstanding preferred
| stock. which sum paid to such officers
| shall he considered as additional COM
pensation.
The Board Of Directors shall have
dent or other authorized agents or rep
rpsentatives. TO do any and all things
hereinabove PROV ded. or necessary OF
proper in the carrying on Of its business
1t shall he the duty of the Board OF
Directors to fix and determine by ap
praisal the value Of the shares of com
mon stock Of the corporation semi
annually as of the first days Of Jan
uary and July in each year, and e
enter such appraised value. so fixed an9
determined as of the dates aforesaid
in the records of the corporation within
! thirty days after such dates respective
be fixed and determined in cOnformit!
with any approved accounting practice
such valuation shall be for the infOrma
ton of Stockholders, and may in IN
discretion of the Board of Directors h
fixed on such basis as the Board o
Directors may determine.
The majority OF the directors. as theI
existing. shall constitute quorum 10
the transaction Of business at any meet
ing of the Board of Directors; Shoul'
any director be absent. such absen
director may he represented by anothe
director. who NAV cast the vote Of sue
I absent director in accordance with tn
written or Geographic instructions. gen
eral or special, given by the absen
director.
The first Board Of Directors shall h
composed Of the following: j. h. New
man. p. II. Saunders. l.. Carroll Root
II. T.. Falk, Harry Hardie. with officer
as follows: J. X. Newman. President
. p II. Saunders. yice-President: L. Car
roll Root. vice-President: II. L. Fali
Secretary: Harry Hardie; Treasurer. an
these directors and officers shall hol
their office until the next annual electo
to he held under this charter or unit
their successors shall have been electe
, and qualified.
n
alton may he amended, modified or q
tered. in material or immaterial respects
, and the corporation may he dissolve
or Inundated and its stock decreased
! with the assent of the holders OF two
! thirds of the entire outstanding stock {
all classes represented at general meet
ing of the stockholders convened 10
= such purpose. after giving notice in sue
: manner as herein provided for notice
annual election. or as may be require
. by law.
poration shall be dissolved or nquidate
for any cause. its affairs shall be liqu
dated by three liquidators, to be al
: pointed from among the stockholders
q a general meeting of the stockholdel
q convened for that purpose, at whic
meeting each share of stock of whatev,
2 class shall be entitled to one vote,
person or by written or Telegraph
= proxy. Such liquidators shall have a
A authority which the stockholders cleo
. ing them may confer upon them,
n which they may be given by law: an
q | shall have full right, power and a.
A thority to sell, dispose of. and transit
= | all the assets of the corporation, al
= TO distribute the proceeds thereof; pr
II yided however, that unless otherwi
= agreed by the stockholders, the pro
+ erty and assets of the corporation sha
a | SO far as practicable. in the event
+ dissolution or liquidation: be distribute
;, | among the common stockholders In KIN
;. In the event of the death. disability
4 resignation of any one or more OF G
= li1uidators. the surviving Hquidato
n NAV fill the vacancy or vacancies: pr
n yided however. that the right to NIL su
a vacancy or vacancies may be eXercis
n bv the holders OF wo-thirds Of {