The herald. [volume] (New Orleans, La.) 1905-1953, 1922-11-09
CHARTER.

served upon the president OF SAID corpora
ton. or in case of his absence upon the
vicp-nresidpnt or in the absence of both OF
these officers upon the secretary OF the
corporation.
ARTICLE UI-The objects and pur-
poses for which this corporation are or
ganized and the nature of the business
TO be carried on by il are hereby declared
TO be TO Euy, sell or otherwise acquire
and alienate, real estate and lands in the
State of Louisiana, or elsewhere, 10 tease
and release said real estate and lands, 10
mortgage and hypOthecate the same, Ia
sub di, ide same into building lots and Ia
build upon and otherwise improve same
and to do Il general real estate ana lanu
business to exchange its entire capital
stock or any part thereof for property
which il is authorized to acquire, or 10
exchange its assets and business in whole
or in part for money or stocks or bonds,
or obligations of other companies, and To
do any and all such acts and things as
may or shall be necessary and proper To
carry out said objects and purposes.
ARTICLE Iv-The capital stock of said
corporation is hereby fixed at thirty
thousand dollars. divided into or repre-
scented bv 800 shares of the par value OF
$4,000 each. The whole of said stock.
delivered to any person, firm or corpora
ton for the requirement of the rights,
privileges, franchises, property, servi-
tudes. or any part thereof, owned and
controlled by such person or cOrpOratloh'
also in payment. settlement and ADJUST
mcnt of the costs, fees, charges, expenses
and commissions incurred for services
rendered in the formation and organlZa-
ton of this corporation, and in the ac-
qUiring and bringing about the purchase
of the property. rights and franchises
aforesaid, also for cash or in installments
of such amounts rs the board OF direc-
tors may determine also for merchandise
received or for services actually rendered
L. this company. The board of directors
hereinafter created is especially author
lied to dispose of the stock or any part
thereof for any and all of the purposes
above stated, as in its judgment mag seem
fair and proper. Before any sto.kholGer
can sell the whole or any part of his
stock same must be offered for ten days
to the other stockholders at its book
Talue' as shown Dy the books of the com
pany. In case some of the shareholders
are unwilling TO purchase at this Vie
IL" remaining StockhOld"- or hOltr's
Sha ! lave the right to purchase their pro
portion.
ARTICLE V-All powers Of this cor
pOration shall be vested in and exercised
by board of not more than five and not
less than three directors, each of whom
shall hold in his own name on the books
of the company at least one unpledged
share Of stock. The board shall elect from
their number a president, n vice presi
dent. a secretary and treasurer. and
such other officers as they may think
proper or convenient for the carrying on
of the cOmpany's business. and shall have
power to unite two or more offices. and
the same to confer upon one person, or
to dispense with any office in its discre-
ton. and to fix the salaries of all officers
agents and employees. The board of di-
rcctOrs shall be elected annually on the
second Monday of October of each year
the first election TO be held in the year
1922. All such elections shall be by bal
lot at the office Of the corporation. No
tice of annual meetings, as well as special
meetings of stockholders, shall be given
by written notice mailed fifteen days in
advance of the date of such meeting TO
each stakeholder appearing as such on
the books of the company at his last
designated address, or at the General
Delivery. New Orleans. Louisiana, if he
has not designated an address. Each
shareholder shall be entitled to one vote
for each share of stock standing in his
name on the books of the company. said
vote to be east in person or by proxy, and
majority of the votes cast shall elect.
The board of directors shall have power
to fill all vacancies which may occur, OF
in any manner arise or be created, by the
board Of directors, even though no quorum
remain at the time such vacancy or va
cancies are to be filled. Failure to elect
directors on the day above specified shall
not dissolve the corporation, but the di-
rectorS then in Office shall remain in Of
flee until their successors are elected. The
board of directors shall have power to
make and establish, as well as alter and
amend all bylaws, rules and regulations
necessary and proper iOr the support and
management of the affairs and business of
the corporation and not inconsistent with
its charter. The board shall have power.
without referring to the stockholders to
borrow money, execute mortgages. issue
notes. pledges. bonds or other obliga-
lions, in such amounts and on such terms
as in their judgment may be advantageous.
and generally to do all things reason
n H.. -s,..r
on of the business of the corporation, and
they are specially authorized to deliver
full paid shares of stock and bonds. or
other obligations, to The company in pay
meut of property acquired by said cor
poration at such fair valuation as in their
judgment may be proper. A majority of
the directors shall constitute a quorum
for the transaction of business. The board
of directors shall have the power by a
vote of not less than two-thirds of all
directors to sell all or any part of the
property movable and immovable be-
longing to the corporation. or to receive
in exchange therefor money or stocks or
bonds or other obligations of another in
dividual. firm or corporation, any
character without referring to the share
holders for power to do so. At any meet
ing of the board of directors, any director
absent from the meeting may be repre-
sented by any other director who may
cast the vote of said absent director. ac-
cOrding to general or special written in
structions of said absent director.
Until the annual meeting of 1923 the
board of directors shall consist of John
w. Phillips, post office address, 2721 st
Charles Ave. New Orleans. La; Alice n.
Lyons. post office address. 1904 st.
Charles Ave-. New Orleans. La: Theodore
III. Lyons, post office address. 1911 Louis
lana Ave, New Orleans, La; and l. l..
Lyons Jr.. post office address, 1882 First
st. New Orleans, La. OF the foregoing.
John w. Phillips shall be president,
Theodore Fl. Lyons. vice-presdent. and
1. l.. Lyons, Jr., secretary treasurer.
ARTICLE VI-This act of incorporation
may be changed, modified or amended, or
this corporation may be dissolved in the
manner provided by law, by vote Of two
thirds If the entire outstanding capital
stock present or represented at gen
vened for such purpose, after previous no
tice has been given in the manner above
provided to be given of the annual meet
ing c. the corporation. The capital stock
of the corporation may be increased or
decreased by proceeding in accordance
with the laws Of the State of Louisiana.
ARTICLE Wifi this corporation shall
be dissolved either by limitation. or for
any other cause, it's affairs shall be liqui-
dated by three commissioners, to be ap
pointed Mt meeting Of stockholders con-
vened for the purpose Of liquidation. and
to be elected by a vote Of two-thirds of
the stockholders. Said liquidators shall
remain in office until the affairs of said
corporation shall have been fully settled
and hquidated. and they shall have full
power and authority to transfer and give
title to an the property and assets Of the
.-.af H.