The herald., 1922-09-21
CHARTER.


| ARTICLE IV-The capital stock OF
| this corporation is hereby fixed AT the
| sum OF Ten Thousand Dollars $50
OcOOUl. and shall be divided into and
| represented by one hundred shares OF
the par value Of ON" Hundred Dollars
| tSlOO.0Ol each.
| The said stock shah be paid for in cash
| or its equivalent. as provided by law
ana in such manner and AT such times
/ and in such inStallmentS As may be pres
scrlb,d by the Board of Directors.
This corporation shall become a going
m'HCe business when Five Thousand Dol
lars tSjOOOoO) has in fact been sub
| scrihed and paid for in cash or its equiv
alent as provided by law.
ARTICLE V-The capital stock of this
CORPORATION may be increased To the sum
Of Fifty Thousand Dollars (SjO 600 O0l by
Two third vote of all the stock at a
| special meeting called for that purpose
| or at a regular annual meeting OF the
corporation.
ARTICLE NI-All certificates of stock
issued by the Company shall be signed
wee President or if authorized by resO-
luton of Board of Directors. shall be
signed by the President and cauutcr-
signed 10y the Secretary.
The stock of this corporation can be-
transferred only ON the books of IN.
I
tons and formalities as may be by the
Board of Directors from time 20 time
prescribed.
No stockholder shall be permitted to
sell or otherwise dispose of his stock
without first offering the same in writ
Ing To the other stockholders through
the Board of Directors at a price not
exceeding the book value thereof. and
the stockholders shall have an option
and first right to purchase all the shares
OF stock TO be thus disposed of by the
death, resignation or otherwise Of any
of the stockholders Of the corporation.
and shall have period of ten days in
which TO accept ur decline such offer Of
stock. Should the Board of Directors
or the stockholders decline to purcha -,
the said stock. then the stakeholder or
stockholders who made the offer TO sell
or otherwise dispose of this stock may
sell or otherwise dispose of it in any man
her and at any price that ne or they
may see fit. But each share of stock Is
issued under the condition and under
standing that no stakeholder shall make
sale or transfer of his stock in viola
ton of this provision. and such sale or
transfer. if made. shall be void. and this
company shall be under no obligation
10 list said stock on its books or to re-
gard the holder of the certificate thereof.
ARTICLE VII-The corporate powers
of this corporation shall be vested in and
exercised by a board of three directors,
two of whom shall constitute "A quorum.
The directors of this corporation may
vote in person or by written proxy at any
of the meetings of the board of directors ::
and the board of directors may delegate
any of its powers to any officer or off
GERS or any other representative of the
company by appropriate resolution to that
effect.
The first board Of directors of this cor
poration shall be composed of the fol-
lowing: Edward Alba, Oswald Alba
Charles Alba, with officers as follows:
Edward Alba, president; Oswald Alba.
vice-president; Charles Alba, secretary
treasurer and they shall serve until the
second Monday Of January. 1923, or until
their successors are elected and qualified.
The directors shall be elected annually
the second Monday of January of each
wear.
Notice of such meeting shall be given
ten days prior to the date of the meet
ing. in writing and sent TO each stock
holder at his last known address
Each stakeholder shall at such annual
meeting or other meetings, general or
special, be entitled in person or by proxy
10 one vote for each share of stock owned
by him.
Elections shall be held under such rules
and regulations as may from time to time
be determined by the board of directors.
The directors when elected shall hold
office for one year or until their success
sOrS shall have been elected and qualified
and failure to hold the annual meeting of
stockholders or to elect annually the di
rectOrS shall not operate the forfeiture of
this charter or any rights Hereunder.
ARTICLE NIII-This charter or act of
incorporation may he changed, modified,
altered or amended by and with the con-
sent of twO-thirds of all the stock present
at any meeting, general or special. held
for that purpose; and such amendments
may be material or immaterial subject
only 10 limitations as may be by law pro-
vided: and this corporation shall have the
10 mo- nr IFS oil
stock aS herinbefore set out, and any in
crease in capital stock in excess of the
amount named herein as the amount to
which il may be increased, may be made
by three-fOurths vote of all outstanding
stock
ARTICLE IN-Notice of any and all
meetings referred to in this charter or
required by law, shall be given in the
manner provided for giving notices I'm
case of elections. unless the same shall
have been waived.
ARTICLE Kin case of dissolution,
liquidation or termination of this char
ter. by limitation or otherwise, the af-
fairs of the corporation shall be liquidated
by one or more liqudators elected by the
stockholders, who may provide the num-
Der Of said liquidators. and vest them
with such power aud authority as may
by law he permitted; fix the terms and
conditions upon which they shall serve,
and their compensation. and provide that
in case of death or disability of any one
Of said liqiudators, the remaining lqui-
datOrs may I'LL the vacancy or continue
to act on behalf of the corporation.
ARTICLE XI-No' stockholdtr shall
be liable or responsible for any costs,
contracts, debts or faults of the corpora
ton. or of any of it's officers, nor shall
any mere informality in organization
have the effect of rendering this charter
null and void, or of exposing any stock
holders to any liability beyond the I'M
paid balance due on the stock held by
him.
ARTICLE XII-The subscribers hereto
number of shares subscribed by each of
them, and their post office addresses. so
that this charter may serve as the sub
scriptiOn list of the corporation; all of
which subscriptions are payable in the
manner and form set out herein.
Thus done and passed at my office, In
the city of New Orleans, on the day and
in the month and year herein first above
written, and In the presence of VIM. Ma
son Smith. Jr., and Paul f. Chaser. com
petent witnesses, who have hereunto
signed their names with the said ap-
bearers and me, notary, after reading Of
the whole.
Witnesses: VIM. Mason Smith, Jr., Paul
f. Chaser.
(ORIGINAL SIGNED)
Names of subscribers omitted.)
WILLIAM J. GUSTE.
Notary Public.
Recorded in Parish OF Orleans, VI. o.
Il. 1879, folio -.
true copy:
(SeaD WILLIAM J. GUSTE.
Notary Public.