The herald. [volume] (New Orleans, La.) 1905-1953, 1922-03-02
CHARTER.


held and possessed subject TO the rules
and provisions for the transfer OF same
hereinafter set cut. tO-wlt:
FIRST: No sale or other transfer OF
shares of stock in this corporation Shall
be valid until and unless the OppOrtunlt!
has been first afforded the shareholders
of record ut the date of such transfer
sale or other alienation TO purchase such
stock at book value. the value 10 be as
crrtaned in the manner herein prescribed
The right to acquire said stock hereDy
first vested in the other tockhOlders OF
record shall follow the stock into any
hands To which il may pass and may be
| exercised against the holders Thereon
within ninety days from the time any sale
or transfer thereof has been offered 10 be
entered on the books of the corporation.
1t shall he the duty of any holder OF
/ stock in this corporation who intends or
| desires to sell. transfer. ALLEVIATE, or ny
! pOthecTe. or otherwise dispose or the
| same to give ten days written notice OF
such intention ar 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
I offer 10 purchase. and may acquire the
| right To purchase. said stock by notifying
the board of directors in writing aud
| 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 hNing the value OF SAID stock, Mhlch
! 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.
| II 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 or value of the
| stock. the board may proceed without
! ether 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 tine 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 said person or persons.
Upon receipt of the offer or acceptance
| of any shareholder to purchase said stock
| aud 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 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 fight 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 s. Should
the widow. heir or legal representative of
the deceased stakeholder exercise their OPP
tion To sell the fOrmalities and course of
procedure. the terms ard 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 board
of directors to cause the necessary steps
to he 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
10 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 legal representatives. rs
| the case may be, shall not be Obliged 10
deliver said stock unless the offers to puF-
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
IRn fnr ron
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 hereinabOye provided.
|. FIFTH: All certificates of stock shall
bear upon their face a brief reference &c
the rights herein established in favor OF
the stockholders.
/. ARTICLE y-An the corporate power:
of this corporation, and the management
and control of its affairs shall be vested
in. and exercised by board of directors
. composed of three 81 stockholders ma
jority of which shall constitute a quorum
. for the transaction of all business. Thu
directors shall be elected annually by the
stockholders at meeting to be held OF
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 stockholders
Each stakeholder shall be entitled, in per
son or by proxy, to a vote for every share
owned by him. and all elections shall b.
held under such rules and regulations AZ
may be determined by the board of direc
tors. At such meeting, all questions Othe
than mere routine shall be decided by
majority of the shares of stock represent
ed at said meeting. The directors, wher
elected, shall continue in office for on
year, and until their successors have beef
duly elected and have qualified. No fail
. ure to elect shall operate the forfeiture o
this charter. Any vacancy occurring oil
said board shall be filled by the remain
ing directors for the unexpired term
The board of directors shall, at its frs
meeting after it's election, select out o
its number, a president and one or NOR
yice-presidents and a manager, and shall
also elect secretary, who need not, how
stakeholder. The president shall have tn
: right to appoint and dismiss the clerk
e and other employees of said corporation a
e pleasure and as the interest and bushes
of the same may demand. He may eXercis
this authority by proxy. Any director bein,
sick or absent, or about to absent him
self, shall have the right to appoint, b.
written instrument another director o
stakeholder to act as his proxy and in hi
stead, at any and all of the meetings o
said board of directors during such alb
sence.
The first board of directors and frs
corps of officers of the corporation shall
e be s. Massman, New Orleans, La. presi
dent; A. A. Leuhrmann, New Orleans
Louisiana, secretary; and A. Z. MassmaI
: New Orleans, La, vicepresident an
e treasurer; and they shall hold office unit
;, the first Monday following the first Sun
4 day in February, 1923, and until their sue
l.naC H. III HI