The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-17
CHARTER.

sent Of the holders of at least two
thirds t2,Sl in interest Of each class
stock Of the corporation given at a
meeting regularly called for that pur-
pose, or by the unanimous consent OF
all the stockholders in writing.
(e) Except as herein otherwise ex-
pressly provided or as may be required
by law, all voting power shall be vested
exclusively in the common STOCK. and
each such share of common stock of the
shall have and be entitled
to one vote.
stock is hereby fixed at the sum of
two million dollars (s2,000.0O0), divided
into and represented by twenty thou.
sand (2O,OOOl shares of the par value OF
one hundred dollars (S1O0) each
Subject to the provisions contained in
Section of this Article ", relative to
the rights and privileges of the pre-
ferred stock and not otherwise, divi,
from time to time by the BoaSd of
Directors may be declared and paid on
the common stock out of the net profits
of the corporation.
Section 4. All of the aforesaid stock,
preferred and common. or any part
thereof may be issued and delivered
to any person. firm, association, part
nership or corporation, in exchange for
assets owned and Ior controlled by such
person. firm, association. partnership or
corporation, or for services actually rem
dered or for cash. or for labor done.
or property actually received.
All of the present authorized com
mon stock is to be issued for and Ia
consideration of the transfer and deliv-
cry to this corporation of rights, priv
and with assumption of the debts, Obli-
cations. duties and liabilities Of the
firm known as IsidOre Newman & Son
of New Orleans. Louisiana. appearing on
I,g,l
hereto and made part of this charter as
of June 30, 1922; and for and in con
sideration of the transfer and delivery
to this corporation of certain property
Messrs. Jacob X. Newman and Paul ii.
Saunders respectively, a detailed item
lied statement whereof is attached
hereto and made part Of this charter;
Of the aforesaid rights. privileges. prop
critics and assets SO transferred and de
livered to the corporation, as appraised
by the directors.
All certificates of stock issued herein
shall he full paid and worcestershire.
Section : All shares of stock are
issued and held subject to the following
specific covenants, stipulations and
and which shall bind the owner. holder.
assignee, Pledge, and all other parties
into whose possession such certificates
Of stock, or any Of them. may come, or
any Of them. may be held and or owned !;
(a) No transfer. assignment or other
disposition OF said stock shall he bind
ing upon the corporation unless and until
the same shall be made and recorded
upon its books;
(b) The corporation is hereby granted
and shall have lien upon and pledge
of each share of stock. to secure any
Indebtedness or obligation due by the
shareholder to the corporation;
(c) No holder OF common stock shall
have the right to or shall transfer. con-
vey, assign, pledge. or otherwise dispose
OF such stock, or any part thereof, unless
and until said stakeholder shall! have
first made an offer. in writing. TO the
other then existing common stockholders
Of record Of the CORPORATION tS1ous and tho to
poration, to sell such shares OF
stock at the appraised value thereof, as
the same shall have been fixed and ID de- ts
Of Directors las provided in Article vi
Of this Charterl last previous to the
date Of said offer. Such written effer
| to sell shall be addressed generally to
the other then existing common stock,
holders and to the corporation, and shall
be delivered to the office Of the corpo-
ration. The corporation shall. through
Its Board OF Directors or executive Of
ficer or officers, transmit the offer to
the then existing common stockholders
and the stock shall be distributed, pro
rata, among such stockholders as desire
holdings which such stockholders bear
to each other. Any stock not so ac'
quired may be purchased by the cor,
surplus and profits. The common stock
holders and the corporation SHAH nay,
thirty DAYS from the date when said
offer shall have been received by th'
CORPORATION to acquire the stock thus
ton Of that time there should remain
any portion Of the stock offered fo'
purchase: Impoverished, either by tn
poration. or both, said stock may b.
disposed Of by the stockholder: provid
ed. however. that II not disposed o
expiration Of the thirty days offer abo,v'
set forth, said stock must again D.
offered to the common stockholders ant
to the corporation. as hereinabove pro
ferred to any other parties, and a Xix
; limitation shall apply to any subsequen
sale and transfer. or attempted sale an,
TRANSFER Of any Of such stock; An!
poration may itself acquire under thi
section. or otherwise, may be held
may he reissued or sold by the Boar,
; of Directors. at such price and at sue
Of Directors in its discretion may deter
mine.
! The above provisions numbered la
and "(b)" shall appear upon the fac
! Of the certificates of preferred stock; an
: the above provisions numbered "tal,
, "(b)" and "(c)" shall appear upon tn
face of the certificates of common stoci
but the Board of Directors, by unani
nous vote and without amendment I
. this charter, may dispense with the ne
cessity of writing the aforesaid clause
into the stock certificates, or the Ger
: tifcates containing such inscription ma
) he called in and cancelled and new Ger
tfficates, Withopt the inscription, ma
her issued in their stead. and simila
change from one class Of certificate {
the other may from time to time b
5 made, in the manner above provided
, but only upon the unanimous vote
the Board OF Directors to that effect.
> ARTICLE V. All the corporate pow
ers of this corporation shall be veste
, in and exercised by a Board OF nv
: directors, each Of whom shall hold
his own name at least one share OF IN
stock Of this corporation. Said Boar
: of Directors shall be elected annual!
: on the second Wednesday of Februar!
, in each year, unless such day shall ia
on a legal holiday, and in that ever
such election shall be held on the ne1
; succeeding business day which is not
. legal holiday; provided, however, thi
: such election may be postponed not e,
ceeding three months from the da'
, when the same should have been he'll
. lby a vote of two-thirds of the then e'
= listing directors. at meeting held !
e least fifteen days prior to the date VINE
, such election should have been held, an
\ provided further. that notice or sue
= postponed meeting and or the ga
y 1mLan tha ,neatino will he held shall