The herald., 1922-03-16
CHARTER

/
and price of said stock. the vah.
If within tweuty-four bou,s
notice 10 the owner. his agen, aler 81 +
sentative. does u0' Join with - W rsps
establishing III" price or vain oOatd
stock, the board may procaos
! further delay 20 fix the said ~, SitAS,
the report and trial balance o,oe ISL,
that purpose, which writing ara Ad q
20 De Coh'l!Ni'" evidence for ana ia's
an parties III interest in the nsgaas
whether the value is establish Pfeniss
/ joint act of the owner. his saae By N
| heirs or representative or by a. Eidos
| directors OF said corporation on,i Ooa,t
fault Of the co operation of said b.
persons. '''u person
Upon the receipt Of the oro,
ance OF any share holder to pu,ct aerer
stock, and upon obtaining gusrartSs~ III
! FACTORY 10 Sald board for the price ), ahS +
| the board of directors shall tho thefes
| notice 10 the owner IF the stocL N'oa In
or representative, and before 49, us as.s
| ton of the period Of eighty Az erpn
/ said. shall call in the certificate ~ deh
/ Gates representing such stock arS eeft<
| price or value thereof and cans pay u
To be transferred On the books ~ " NJ
| pOratiOn. VI Tie Co.
90 The preference, option and ,,..
| purchase. heretofore vested NV nsht
| % in the other shareholder shaMSgra
| in full force and effect in thai. a. erz
acquire the shares Of stock of ia'9
| stakeholder, and the fOrmalities ana SS7ta'e.
| of procedure. the terms. conditionu eoess |
| lations and delays hereinaboye ss.a,s sult
! in said paragraph shall applv IN oAs
| Spects to the procedure to be foIIoSa,h
case of death. Immediately unon lived
of information of the death of anu iSeK
| holder. il shall be the duty of tha snah
| directors TO cause the necpssary Ovau
be taken 10 carry out and enfo,cs' ~
| provisions. i'e hes
t3) The preference. option and ,;.,.
purchase, hereinabOye establishes
run IN favor of each shareholder OF ~ 90
! for his virile share in proportion ,eeea
existing holdings in the stock. bnt - ~
any shareholder fail to exercise NJ. 'aSes
in this regard. his rights shall ns, aM
| and be absorbed by the otba- F'ss
| holders, provided that the owns, 'AIs
widow, heirs or legal representatir..
| the case may be, shall not be ohi,'s. =
deliver said stock unless the So
purchase the same shall include and ~. =
the entirety of the offering under n,,'
graph Ul, or all of the holdings nag pss
| paragraph (2). pA's
"a All certificates Of stock shah l.
| a brief reference to the rights bersln
tablished in the favor of the tai
| holders. '"E
ARTICLE v-All the corporate NAM.
! of this corporation and the managsrs.
and control of its affairs shall be yss,I
| in, and exercised by a board of d,ae,s.
| composed of three stockholders ~
| Jority of which shall constitute a opo,s
for the transaction. of all business N.
directors shall be elected annually nv y.
| stockholders. at a meeting TO he bsh :
the first Monday after the first Sundsr =
each year in the month of January. al;
meeting to be preceded by three dsvs
written notice TO the Stockholders r.
/ stakeholder shall be entitled, in person !,
by proxy, to a vote for every share oVr.;
| by him. and all elections shall he NJ
under such rules and regulations a W.,
be determined by the board of direc,or
| The directors, when elected, shall a.,
tinue in Office for one year, and mi
| their successors have been duly esr1
| and have qualified. No failure Ia ~,
shall operate the forfeiture Of this eh,,
ter. Any vacancy occurring on this boass
shall be filled by the remaining directus
| for the uneXpired terms. The board A
| directors shall, at its first meeting AZ,
| its election. select out of its number.
president. and one or more yice-presiiepb
/ and shall also elect o secretary-treasurs
! who need not, however, be a member Il
1 the board. The president shall have NJ
| right to appoint and dismiss the clefk
and other employees of said cOrporato,
| at pleasure. and as the interest and bus.
| ness of the same may demand He mar
exercise this authority by proxy. Ar
director being sick or absent or about I,
absent himself shall have the right to 81
point by written instrument, another d.
fector or stakeholder to act as his prov
in ; is stead ut 5ny and all meeting Of t.l
said board of directors during his .b.
sence. The first hoard of directors snt
| officers shall be composed Of the followill
| named persons, who shall serve until he
election to be held in 1923, namely: Fdr
f. Gunter, president, New Orleans, Ia
AS shares; William j. Mitchell. viceIra-
| dent, New Orleans, La, l share; Louis
Glraud, secretary-treasurer, New Orlean
| La. 1 share.
ARTICLE VI-The funds Of this cor.
poration shall be deposited from time d
| time in bank or banks to be selected b!
the board of directors. All checks, nets
or other instruments drawn, executed q
issued, in the corporations name and b.
half, shall be signed by the president slt
| the vice president, or the secretary -trest
urer. No officer shall thus sign or n
dorse the name of the corporation saw
strictly in its concern.
| ARTICLE Vino stakeholder shall h
held liable or responsible for contrscts
faults or debts of the corporation, ns'
1
ton have the effect of rendering this char
ter null, or of exposing any stockhola'
to liability beyond the unpaid balance du'
on the shares owned by him.
| ARTICLE vIII-This &C, Of incorpofi
ton may be changed. modified, or alters
or this corporation may be dissolved, Wv
| the consent of the stockholders ovnill
three-fourths of all the stock Of this cor
poration, at a general meeting consene
for that purpose. and after at least ls nv
days written notice Of this meeting SAL
have been given through mail address
to each stakeholder at his last kn n.a',
place of residence. In case OF dissolnn'.
by the expiration of this charter, or elne
wise, the stockholders shall elect a hqss
dator from among their own NUMBER, y. -,
shall have full authority to setue =. =.
wind up the business and ahairs ol -
company. The terms and conditons y
and the compensation for such serrn, :
shall be fixed at the time Of electlop
case of the death or disability OF saia "a
missioner or liquidator before the nqa ~
ton of the affairs of the corporauen' - -
successor to fill the vacancy may DC
pointed by the stockholders. "a,
ARTICLE IX-Any and all notices -,
delays provided for by this charter ~, \
be waived by the unanimous coeseh, :
the stockholders unless prohibited .! -,
ARTICLE X-The names and pos', s.,i
addresses of the subscribers TO tne ~
tai stock of this corporation. and tns 49,. ~
Der of shares subscribed by eacn Oh ~ r.
are as follows: Felix Il. Gunte1 ,..u, ~
Orleans, Louisiana. AS shares; Nil,
J. Mitchell, New Orleans, Louisos .,sss,
share; Louis Ii. Giraud, New o'N-'
Louisiana, i share. ...sya
Thus done and passed, In my no w,
office, at the City of New Orleans. ..e,Is,
said, in the presence Of W. W. SIZE n
Jr.. and Jno. NJ. Klopf, competens ,bh
nesses Of lawful age, and residing 10 d.. -
city, who hereunto subscribe. Their Ia. TAR
together with said parties and me nv n y,
on the day and date set forth III Wv
ton hereof. =. I'M
Witnesses: W. W. Sutciine' 'i'
VI. Klopf.
! (ORIGINAL SIGNED): r. n
| Felix f. Gunter, New Orleans. "a
shares; W. J. Mitchell, New O resn "a.
share; L. b. Giraud, New or'ea''