The herald. [volume] (New Orleans, La.) 1905-1953, 1922-02-23
CHARTER.


| hereinafter set out to-wit:
| FIRST: No sale or other transfer OF
| shares of stock in this corporation shall
be valid until and unless the opportunity
| has been first afforded the shareholders
of record at the date of such transfer
| sale or other alienation to purchase such
stock at book value. the value to be aS
Certained in the manner herein prescribed
The right to acquire said stock hereby
first vested in the other stockholders OF
| record shall follow the stock into any
hands to which it may pass and may be
| exercised against the holders thereof
within ninety days from the time any sale
| or transfer thereof has been offered TO be
entered on the books of the corporation.
| 1t shall be the duty of any holder of
| stock in this corporation who intends or
desires to sell, transfer. ALLEVIATE, or by
| pOthecate or otherwise dispose of the
| same to give ten days written notice of
such intention or desire to the board of
| directors of the corporation, who are
hereby constituted agents of the other
| stockholders for the purpose of such no
/ tice, and said board of directors shall give
| immediate information thereof in writing,
| to all the other stockholders of record.
Before the expiration of the ten days from
| the receipt Of said notice by the board of
directors any shareholder of record may
| offer to purchase, and may acquire the
| right to purchase. said stock by notifying
the board of directors in writing and
| thereafter shall deposit the price of said
| stock in cash with the corporation on or
before the expiration of eighty days from
| the last mentioned date.
Upon the receipt of the first mentioned
| notice, the board of directors shall advise
| the person owning said stock, his agent
| or representative. to join with said board
| in fixing the value of said stock, which
value shall be established on the basis of
the last annual or Semi-annual statement
or report of the corporation and the last
monthly trial balance preceding the date
of such notice. and the sum thus found
and established shall constitute the value
and price of said stock.
If within forty-eight hours after receipt
of such notice the owner. his agent or re-
preventative does not join with the board
in establishing the price value of the
stock, the board may proceed without
fu.ther delay to fix the said value using
the report and trial balance aforesaid for
that purpose which writings are declared
to be conclusive evidence for and against
all parties in interest in the premises.
whether the value is established by the
joint act of the owner, his agent. widow,
heir or representatives or by the board of
directors acting in default of the co-Opera-
ton of sari person or persons.
Upon receipt of the offer acceptance
of any shareholder to purchase said stock
and upon obtaining guarantee satisfactory
to said board for the price thereof the
board of directors shall thereupon give
notice thereof to the owner of the stock.
his agent or representative. and before
the expiration of the period of eighty days
aforesaid shall call in the certificate or
certificates representing such stock and
pay the price or value thereof and cause
the same to be transferred on the books
to the purchaser.
SECOND: In the event Of the death of
any stakeholder, his widow. heir, or legal
representative shall have the right and
option to compel the corporation to buy
the share holdings of said deceased stock
holder. and in the event of the refusal or
inability of the corporation to purchase
same, shall have the right and option to
compel the liquidation of the corporation
as hereafter provided in Article 8. Should
the widow, heir or legal representative of
the deceaSe stakeholder exercise their Op-
ton to sell, the formalities and course of
procedure, the terms and conditions. stipu-
latiOns and delays hereinabOve established
In Paragraph One of this Article shall
apply in all respects. Immediately upon
receipt of notice from the widow, heir, or
legal representative of the deceased stock
holder, IL shall be the duty of the boaId
or directOrsN to cause the necessary steps
to be taken to purchase the stock from the
said widow, heir, or representative of said
deceased stakeholder.
THIRD: The preference option and
right of purchase hereinabove established
shall run in favor of each stakeholder of
record for his virile share in proportion
to his existing holdings in the stock, but
should any shareholder fail to exercise |
his right in this regard his rights shall
pass to and be absorbed by the other |
shareholders, provided that the owner. his |
widow, heirs or legal representatives, as |
the case may be. shall not be Obliged to |
deliver said stock unless the offers to pur-
chase the same shall include and cover |
the entirety of the offerings under Para
graph First or all of the holdings under |
Paragraph Second.
FOURTH: In the event an employee of |
the company becomes a shareholder in the |
and for any reason leaves the |
employ Of the company, the other share |
holders of record shall have the right and |
option to acquire the share or shares of |
stock of said employee upon the terms |
and conditions hereinabove provided.
FIFTH: All certificates of stock shall |
bear upon their face a brief reference to
the rights herein established in favor Of
the stockholders.
ARTICLE VAN the corporate powers
Of this corporation, and the management |
and control of its affairs shall be vested |
In, and exercised by a board Of directors
composed Of three 90 stockholders, a ma
jority of which shall constitute a quorum |
for the transaction Of all business. The |
directors shall be elected annually by the
at meeting to be held on
the first Monday after the first Sunday |
Of each year in the month of February,
said meeting to be preceded by three
days written notice to the stoc holders.
Each stakeholder shall be entitled, in per-
son or by proxy, to a vote for every share
owned by him. and all elections shall be |
held under such rules and regulations as
may be determined by the board of direc-
tors. At such meeting all questions other
than mere routine shall be decided by a
of the shares of stock represent
ed at said meeting. The directors, when
elected. shall continue in office for one
year, and until their successors have been
duly elected and have qualified. No fail
lre to elect shall operate the forfeiture of
this charter. Any vacancy occurring on
said board shall be filled by the remain
ing directors for the unexpired term
The board Of directors shall, at its first
meeting after its election. select out of
is number, a president and one or more
11ce-presidents and manager, and shall
ilso elect secretary, who need not, how
ever. be member Of the board or
'tockholder. The president shall have the
light to appoint and dismiss the clerks
IND other employees of-said corporation at
pleasure and as the interest and business
II the same may demand. He may exercise
his authority by proxy. Any director being
'ick or absent, or about to absent him
'elf, shall have the right to appoint by
written instrument another director or
tockholder to act as his proxy and in his
tead, at any and all of the meetings of
aid board of directors during such alb
ence.
The first board Of directors and first
orps of officers of the corporation shall
Re y. Massman, New Orleans. La. presi-
lent; A. A. Leuhrmann, New Orleans,
louisiana, secretary; and A. T.. Massman,
New Orleans, La, vice-president and
reasurer; and they shall hold office until
he first Monday following the first Sun
law in Ephruary. 1902 and until fha;r emo |