The herald., 1922-11-23
CHARTER.

helrS, must flrSt tender Such STOCK tC
the other stockholders, through the
Board of Directors. for purchase, for
period of thirty days, in writing. al
the price of said stock on the books
of the corporation, and during said
period of thirty days the said stock
holders shall have the exclusive right
to accept or reject the purchase of
said stock, as they may elect; and in
the event said stockholders, through
said Board shall fail to make said pur-
chase within the said period at the
price offered. under the conditions
aforesaid. then and in that event the
stakeholder or stockholders desiring to
dispose of his stock may sell the same
to such other person or persons as he
may see fit. All stock in this cor
poration, whether common or pre-
ferred. issued or to be issued. shall be
subject to the provisions of this
article.
ARTICLE VI.-The domicile OF this
corporation shall be in the City of
New Orleans. La, where all meetings
of the stockholders or directors must
be held; provided. that, with the writ
ten consent of all the directors. valid
meetings of the directors may be held
outside of the State or within the
State elsewhere than at it's domicile.
Citation shall be served upon the Pres
ident or, in his absence or liability,
upon the Secretary Treasurer.
powers of this corporation shall be
vested in and exercised by a Board of
Directors. four in number. all of whom
shall be stockholders. to be elected on
the second Monday in the month of
January of each year, commencing with
the second Monday in January, 1928
with the understanding that the first
Board of Directors selected by the
stockholders and named in this char
ter. as well as the first set of officers
n @ Cha hAlI Of
until the second Monday of January
1928, or until their successors have
been elected and have qualified.
After the election of said Board OF
Directors by the holders of the COM
mon stock. as herein provided, there
shall be elected by said directors, from
their own number the officers of this
corporation, which are as follows: a
President and Secretary-Treasurer.
officers of this corporation shall be the
following, and which said Board of
Directors and officers shall serve I'M
til the election to be held on the second
Monday of January. 1928, or until their
successors are elected, chosen and
qualified. The address of said direc-
tors and officers are set opposite their
respective names: Eugene Freeman,
President New Orleans; Mrs. Eugene
Freeman. New Orleans. La; William
Orleans. La; Adolph H. Leibe, New
Orleans, La.
The Board of Directors shall have
the right to fill all vacancies occur
ring in their number, whether resulting
from death. resignation or otherwise.
ARTICLE vIII.-The annual meet
ing of the stockholders of this cor
poration for the election of directors
shall be held on the second Monday in
January of each year. commencing with
the second Monday in January. 1928,
until which time the officers and di-
rectors named in this charter shall con-
tfnue in office, or until their successors
have been elected and qualified. The
election for said directors shall be by
ballot, and the majority in amount of
common stock, voting, whether in per-
son or by proxy, shall elect the persons
for whom they are cast. Each share
of stock voted upon to be counted for
but one vote Said stock shall not be
entitled to cumulative voting.
The Board of Directors is further
authorized to frame and adopt such
bylaws, rules and regulations as the
affairs and business of the company
may require and IL may deem neces-
sary for the conducting and manage
ment thereof. provided the same does
laws of the State Of Louisiana and
those of the United States of America
to name and appoint managers fix
their compensation and terms of en-
ployment, as well as name and APP
point agents and employees as in its
discretion may seem fit and proper, as
well as to fix the salaries and terms
of employment of the officers, en-
ployees, clerks and assistants. The
Board of Directors is specially vested
with the power to acquire and pur-
chase such property or business or
good will. or all of these. from indi-
viduals, firms or other corporations, as
said Board of Directors may deem ad-
visable and proper. and at such price
and on such terms as they may deem
best, and to pay therefor in the full
paid common or preferred capital stock
of this corporation or otherwise. This
exercised by said Board without the
necessity of referring to the share
holders for authorization.
ARTICLE IX.-Nc stakeholder shall
ever be held liable or responsible for
the contracts. faults or debts of this
corporation, nor shall any mere infor-
mality In its organization have the
or of exposing its shareholders to any
liability beyond the unpaid balance due
on the stock owned by them.
ARTICLE X.-The names and post
office addresses of the subscribers to
these articles of Incorporation and the
number OF shares of stock subscribed by
each. are as follows: Eugene Freeman.
$50 shares preferred; Mrs. Eugene Free
man, New Orleans. La, / share COM
mon stock; William I. Barlow, New
Orleans La, 80 shares common stock;
Adolph H. Leibe, New Orleans, La, ]
share common stock.
ARTICLE XI. ALI stockholders
meetings for the election of directors,
as above stated. shall be held after
fifteen days written notice mailed to
meetings may be held when ordered by
the Board Of Directors or when re-
quested by at least twenty-five per
cent of the outstanding common stock
Notice of all stockholders meetings
other than adjourned meetings, sharl
stockholders meetings for the election
OF directors, unless such notice is
waived by unanimous consent.
ARTICLE xII.-This charter NAV
be amended. altered or changed at a
special meeting Of the common stock
holders, called for that purpose notice
or which is to be given in accordance
with the provisions Of this charter by
the vote of two-thirds Of all the COM
mon stock.
ARTICLE XIII. This corporation
may be dissolved by the vote of two
thirds OF all its outstanding common
requirements Of Section 20 of Act 2si
of the Louisiana Legislature of 1914
and In the event of such dissolution
liquidators shall be named and ap.
pointed with all the necessary powers
and authority, all in the manner an,
as provided in said legislative act.
Thus done and passed in my offic