The herald., 1922-03-16
CHARTER

$500 49, :" rms corpOration lug
| whom take such stock Subisc, On, ali
visions hereof and an Mad, 70 the
| cations or other rncunib-ases' hypog'
stock, shall be subject hers,cS Of :,
ARTICLE V. EXcept
herein provided. all the no,, Othetr,.
corporation shall We vested i nN Of
cised by Board If not Iasn and e.
or more than seven dirac,o- ehan Ia,
whom shall own IN his own -; each II
one tl) full pail and unpledseIN O.
the capital stock. The a., shan
| directors shall consist Of tho 51oId
and said Board shah have tho ,ufetn
the hrst year "i IN" corporate r sYt1 q
nE uhah1InouS we, 20 Increase ,tNISeae
ger VI "l''''''H 20 any nDmI aas
exceeding seven aud 10 Nil tbum0er h
| thus created. Thereafter tho - MeaAas
ut the annual meeting each yaoyKhelt.s
election Of directors shall ar iot d
| number OF directors for the arslate u
The said Board Of Directs Ia
J elected annually, by ballot AZ - hsl l
| meeting of the corporation IN kne anns
| the last Wednesday in Japno,r ned q
year, after notice given 10 co., u cd
| holder by mail, addressed to bjs Net
! last known postuiiic" address h
ten nv DAYS before the date Ag
| meeting. The Board of III u
their first meeting following "a
| election, shall elect from tha;. ahnh
a President, one or more Vica. D. Hanes
| and also Out not NECESSARILY t.eNael,
number) Secretary Treasures sni u,
| other ofhcers As they may dean, ssa
! sary. The Board shall have nn ness
| Its discretion L. unite two WI q
offices and to confer the same NJ No.
! person, or TO dispense with any "
All 0fhcers and directors shall bola Oae
m ~ hatr Il
qualified, and failure to elect S,a II
on the date specified herein shan S n1e
solve the corporation. nor dison,i TsI d
directors or officers, but Direct! o.
officers then i'm office shall III, "
office until their successors are a l q
or qualified. Three directorS sS.p s'rs
stitute quorum, unless the Ros.s 60
consist of three, in which svaC, "a
directors shall constitute a opo,r1s w
any meeting of the Board of N,-..
any absent director may be reprsss'ai
by any other director. who may ces, n
vote Of said absent director acco,S1N- u
the written instructions, wbetba, .s
or special, of said absent director sa1ie
meetings of the Board may be co, 49, =
the President, or upon demand 80
two directors must be so called a, "
meetings the business of the corno,.s
may be transacted. pO'auA
The directors are authorized "a
and establish. as well as alter and ,r -
all bylaws, rules and regulations Saa.'
sary and proper for the support ana ~
| agement of the business and affair, ,-'s J,
the corporation not inconsistent with =
charter; to direct and determine tbs ~
and disposition Of. any surplus ar !.
profits over and above the capital s,.s
paid in; to issue and deliver notas has
m oil Ill To-, g
in payment for money, labor or ss,v1S
or property or rights actually accu,,s
and received by the corporation. an ,,s
terms as the directors NAV think n,a,-
and generally to do all such things !,
may be necessary or convenient aud mn.
er TO carry out the purpose for WkIs
this corporation is organized. and IA ~.
ercise its corporate powers: provida
the President shall have authority. Win
out referring, to the directors. IN IA
lease, assign, transfer, convey, encumhs
or otherwise dispose Of and deliver an :
the property of the corporation NM,
such terms and conditions and for a.,
considerations. whether in cash BOND.
notes, obligations, stock in other con.
panies, or other property, as in his db.
erection he may deem advisable; to h.
row money, to execute mortgages, Is,u,
tiOns, in such amounts and on such tern,
as in, his judgment may be deemed a
vantageOus. Vacancies occurring in IN
Board of Directors may be filled for d,
remaining term of the Board by the N
naming directors or director whether ,
quorum remain or not. Special met.
ings of the stockholders may be csIi
by the Board at any time. and shall !.
called at the instance of the shareholde,
holding twenty-five per cent (25 per cent
Of the stock of the corporation, and d
all such meetings notice shall be givsl
in the manner provided as to ANNA
meeting; provided, that in all cases d
notices may be waived. quorum d
any meeting of the stockholders shall
consist of a majority of the voting stoci
of the corporation. represented In pefso'
or by proxy. A majority of such Quorun
shall decide any question that may con.
before the meeting. Until the next ID
nual meeting of the stockholders for else
ton of directors, to be held under hh
charter on the last "Wednesday In Jam
airy, 1928, or until their duly qualifil
successors are elected and installed, b.
Board of Directors shall be composed d
Leo Fellman, postOffice address 3l5 b
rome street, New Orleans. La; cetnl
Fellman Elias, p0stoffice address W 81
street, New York, N. y; Laurel fdE
man, pOstoffice address 3l5 Baroni
street, New Orleans, La, and such othe
members as may be provided for m
elected by the Board under the aboH
authorization, with the said Leo FellnE
as President and said Laurel Fellman
Vice-President.
ARTICLE vi. Whenever this corpon
ton is dissolved. either by Limitation
time or by determination of the stoei
ha1 ha tQuf1fI
under the supervision Of three 90 hqti
dators to be appointed for that purpos
at a general meeting of the stockholder
convened after at least fifteen tl5) diy'
notice, which shall be sent by mall ]
all of the stockholders, at their las
known postoffice address, or II no otts
postoffice address is known. TO the ",
eral Delivery at New Orleans, and snil
likewise be published for ten consecuun
days in one daily newspaper puphsss,
in the city Of New Orleans. In case
death, resignation or inability to act y
one of the liquidators. the vacancy shai
be filed by the remaining liquidatorS
The said liquidators shall remain y
office until The affairs Of the corporsu l.'
shall have been fully settled and hq1,
dated, and shall have full power ~
authority to transfer and give utle y
all assets and property OF the corp@s
ton, by~public or private sale, ana
distribute the proceeds.
ARTICLE VII. This act OF incofpcI,
ton may be modified. changed, ahas
or amended, or said corporation NAY ~
dissolved with the assent OF two-tnap
(2-3) Of the entire outstanding eapas.
stock, at a general meeting OF the w. ~,
holders convened for that purpose, ~
previous notice shall have been give,
the same manner as provided ir ALL ~
VI for notices of meetings for the eI 4.
ton Of liquidators. Any increase o.
crease in the capital stock which may y.
proposed or made shall be made IN
cordauce with the laws Of the snn a :
Louisiana, on the subject OF altering 80
amount Of capital stock OF corpon !. :.
No stakeholder shall be held liapie y. \
sponsfble for the contracts or faui's 49, =
said corporation in any further sum -
the unpaid balance due on the shsi. -. :
stock owned by him, nor shall any -.
informality in organization have tne 80 -
Of rendering this charter null on ,,,- n
ing any subscriber 10 any haolnV
yond the amount due on his stock .h,g
ARTICLE VIII. This corporsuon. I,