The herald. [volume] (New Orleans, La.) 1905-1953, 1922-01-19
BUY
THE
BEST
CHARTER.

SutH meetings.
In the event no election takes place at
the second meeting or il no second meet
ing shall he called or held. the Board
then in office shall hold over until the
next annual meeting or until their sue
cesSors are duly elected aud qualified.
Any vacancy occurring it, said Board
Of Directors. from any cause. shall br
filled by the remaining Directors. The
EOard of Directors may make such by
laws, rules and regulations a> thry may
think proper for the transaction of the
business aud affairs of said corporation.
and change alter and amend the sans
at pleasure and shall exercise all the
powers of this corporation or may dele
gate the same to one or more officers
or directors or employees nj its pleasure;
appoint and fix salaries of Ill Officers.
clerks and employees. not herein mentioned,
the same To change or dismiss NJ pleasure;
fix the salaries of the officers provided
for herein, sell. convey. mortgage, pledge
lease and purchase rights. privileges
franchises, property. movable" immoyIble
and personal; borrow money lend money.
issue notes and bonds, make contracts
and sign or cause To be- signed 10y Of
ticerS or directors specially or generally
authorized by the Board of Directors all
necessary acts. deeds. etc, and adopt 4
corporate seal, the same to change or
alter or dispense with at pleasure. and
to do all things which may be necessary
to he done in the management of said
business and permitted by the laws ap-
I f4A''Abl' " wi fplhNiphS-
Any director may at any time give his
proxy or power of attorney in writing to
any other stakeholder. or any other mem
Der Of the Board of Directors, to repre-
him at any or all meetings Of the Board
of Directors. and in such eases the proxy.
whether held by another stakeholder or
another director. shall in every respect
count for all the purposes as if said
director were personally present.
| The President may in his discretion call
fUasw he. H.
/ pOratiOn TO determine whether or not the
directors then in office shall continue To
serve directors. Should a majority
/ of the stockholders in amount present or
| represented at such meeting vote against
! the then present directors or any of them
continuing to serve as such, the stock
! holders shall thereupOn proceed to elect
| directors to take the places Of those then
| in Office. and the directors thus elected
| shall Immediately take their seats. and
! those who previously served and are not
reelected shall cease to be directors.
ARTICLE Vino stakeholder shall be
allowed to dispose of directly or indi-
| rectly in whole or in part or encumber
any of the shares of stock held or owned
by him without first giving written notice
! TO the President and Secretary of this
corporation of the intention of such stock
| holder TO do so. which notice shall state
the number of shares proposed to be sold
or encountered and the price at which
such stakeholder proposes to sell or the.
/ amount OF the encumbrance anu Wnetner
or not he has received bona fide offer
for any portion of the shares of stock
proposed to be sold If such bona fidc
offer has been made. the notice shall
state the highest price offered for said
stock and the name of the person offer
ing the same. If the offer be in writing,
it must accompany the notice.
The secretary shall thereupon transmit
to each stakeholder a copy of such notice,
! certified by him to he correct. During
( tNEar atN hDy GUh m C0f
notice 10 the said stockholders by the
. Secretary. the other stockholders of this
corporation shall have the privilege and
option of purchasing the shares of stock
T proposed to be sold at the price named
in such notice. at the highest price
offered by any bona fide purchaser. If,
however, the prices above mentioned eX-
; coed the value of such stock as shown
end of the fiscal year Immediately pre-
ceding the notice, then and in that event
, the stockholders shall have the privileges
! and option of purchasing the shares Of
stock proposed to be sold at their book
value as herein stated. Should more than
, one stakeholder desire to purchase said
! stock at such price. the shares of stock
proposed to be sold shall be proper
tionately divided among such stockholders
as desire to purchase the same and give
notice to the Secretary TO that effect prior
to the expiration of the twenty days
above provided for. If none of the stock
holders elect TO purchase the said stock
within the time above provided. the stock
holder proposing to sell shall have the
privilege and is authorized to sell the stock
about which he has given notice In
accordance with the terms and conditions
of the notice given by him, and not
otherwise.
The Officers of this corporation are
,, hereby prohibited from issuing certifi-
Gates of stock sold contrary 10 or IN con-
, flict with the provision of this charter
ARTICLE vIII.-This charter may be
changed, modified or altered or said cor
poration may be dissolved in the man
7 ner and by the majorities fixed by law
= at any general meeting of the stock
holders of said corporation, convened for
= such purpose after previous notice as
required by law shall have been given
$ in the manner provided in Article vi OF
( this charter.
r But any and all meetings of stockholders
whether for the purposes of liquidation
e or for any other purpose, may be held al
r any time without notice by unanimous
d consent of all stockholders, In writing
g filed with the Secretary.
>, ARTICLE IX.-Whenever this corpora
e ton Is dissolved, either by limitation OF
II from other cause. its affairs shall b'
Il li0uidated under the superintendent o.
two stockholders to be chosen for thai
e purpose by a majority in amount of thu
II stockholders present or represented at
Is general meeting Of the stockholders a
which the election Is held. SAID com
IS missoners shall remain in office unit
m the Affairs of said corporation shall hav
p been fully Hquidated. In case or TN
l. death of one of said commissioners or
s. the refusal or inability of one or then
Df to act the survivor shall continue TO nc
D and may select another stakeholder j
k the place and stead of the commissions
RI who shall have ceased to act.
c. ARTICLE X.-The President may, Il
xt his discretion. and shall, upon the writte
l. request of twenty-five per cent or IN
rs stockholders call a special meeting OF IN
rs stockholders Of this corporation.
rs ARTICLE XI.-No stockholder sha
Or ever be liable or responsible for the con
ID tracts or faults of this corporation IN an
L further sum than the unpaid balance du
c. TO the Company on the shares owned b
or subscribed for by him, nor SHAH an
Id informally in organization have the ei
a feet of rendering this charter null or vol
e. or Of exposing the stockholders TO an
n. liability.
u Thus done and passed at my &c
Of the City of New Orleans, on the "a,
H. month and year first above written in IN
IL presence OF Messrs. Thos. j. Martin an
n w. Mel FayssOuN competent witnessed
I'd residing I'm this city, who have hereunt
I'd signed their names with the appearer
ir and me. Notary, after due reading
IN the whole.
is witnesses: Thos J. Martin, W. Mel
I'd Original signed) Lester F. Alexande
H. J. ZACH. sPEARING.
Notary Publ
% l. the undersigned. Deputy Recorder
- tn and for tho Parish of q