The herald., 1922-05-25
CHARTER.

rectors. officers, agents and other EN-
ployeS as the interest and convenience /
of said corporation may require or ue-
mand; to make and establish such by
laws, rules and regulations for the cor /
porate management and control or the
affairs of the corporation as may De
deemed necessary and eXpedient.
ARTICLE 1.-THE domcile of said I
shall be established in the
city of New Orleans, State of Louis
lana. and all citations and other legal
process shall be served on the presi-
dent: in his absence, on the VIce-presi-
dent: and in the absence OF bOth, on
the secretary-treasurer.
ARTICLE III-The objects and pur-
poses for which this corporation Is or
ganiZed ana the nature OF the business
TO be carried on by it are hereby de-
clared to be: to buy, sell and deal in,
for its own account, and Tor the ac-
count of any individual, firm or cor
poration. real estate, tenements, mort
cages, mortgage notes, bonds, shares
of stock and other securities; to lend
money on property, real personal or
mixed; TO make leases as lessor or les
SEE: to act as broker, agent or trustee
for individuals. firms or corporations,
To construct and erect. or To contract
for the construction and erection OF
buildings, and generally to do and en-
gage in any other business. undertaking
or enterprise connected with, growing
out of, germane or incidental to any OF
the objects and purposes hereinabove
set forth or contemplated by this char
ter.
ARTICLE IV-The capital stock OF
this corporation is fixed at the sum Of
sixty thousand (S6O,0OO.0O) dollars, di-
vided into six hundred shares of the
par value of one hundred dollars each.
All shares of stock shall be full-paid
and worcestershire. No transfer of
stock shall be binding upon the cOrpo-
ration unless made upon its books, and
all certificates of stock shall be signed
by such. officers as may be designated
by the board of directors.
This corporation shall have the right to
increase its capital stock TO the further
sum of two hundred and fifty thousand
CS250, 900 O) dollars, to be divided into
shares of one hundred dollars each.
provided said increase in the capital
stock shall have been authorized by the
stockholders at meeting TO be held
pursuant to the provisions of Article
VIII. of this charter.
ARTICLE V-Au the corporate
powers of the company shall be vested
in and the management and control of
it's affairs shall be exercised by board
Of directors composed of three stock
holders. the membership of which may
be increased to a number not exceeding
six 10y the board of directors at any
of its regular meetings. majority of
the directors shall constitute a quorum
for the transaction of all business. The
directors shall be elected annually by
ballot on the second Monday in May in
each year. Each stakeholder shall be
entitled, in person or by proxy, TO a
vote for every share owned by him and
all elections shall be held under such
rules ana regulations as may be de-
termined by the Board of Directors,
after fifteen days notice by mail or
such election shall have been sent to
each stakeholder at his last known adj
dress. The directors thus elected shall
continue in office for one year, or un-
til their successors shall have been duly
/ elected and qualified No failure to
/ elect shall be regarded as a forfeiture
. of this charter, Any vacancy occur
/ ring on said board shall be filled by
/ the remaining directors for the uneX-
/ pired term; the said board shall like
| wise elect the additional members In
| case they should determine to increase
/ the number of said board. Said board
/ shall have the right to appoint and
/ dismiss such clerks, managers and
/ other employees of the corporation as
/ conditions may justify or the bust
ness of the corporation may require
/ The tenure of office of all the employees
| of the corporation shall be during the
| pleasure of the Board OF Directors
! Any of the directors or officers shall
have the right to appoint, by writer
/ instrument, another director or stock
holder to act as his proxy and in hi:
| stead at any and all meetings of th'
Board of Directors. Said board shall
also have the right to segregate th'
office of Secretary and may
elect a secretary VINO neeu not De
/ director or StOckholder.
! ARTICLE VINO sale or other trans
fer of shares of stock in this corpora
ton shall be valid until and unless th'
opportunity has been first afforded tn
shareholders OF record at the date o
such transfer, sale or other alienation
to purchase such stock at true valu'
plus ten per cent, the value to be aScer
tanned in the manner herein prescribed
The right to acquire said stock hereb!
first Tod in Ia nrh AF 81 no dor
of record shall follow the stock int,
any hands to which it may pass an
may be exercised against the holder
thereof within fifteen days from tn
time any sale or transfer has been of
fered to be entered on the books of tn
association.
1t shall be the duty of any holder o
stock in this corporation who intend
or desires to sell, transfer, ALLEVIATE o
otherwise dispose of the same TO Civ
fifteen days notice of such intentiO
) or desire to the board of directors o
the corporation, who are hereby con
stituted agents Of the other stockhold
= ers for the purpose of such notice, an
; said board of directors shall give i'm
mediate information thereof, in writ
2 ing, to all the other stockholders @
5 fifteen days from the receipt of sal
notice by the board of directors, an
J shareholder of record may offer to pun
/ chase, and may acquire the right
= purchase sara STOCK Dy III
1 board of directors in writing and there
e after shall deposit the price of sal
r stock in cash with the corporation o
or before fifteen days from the dat
e last mentioned.
= Upon the receipt of the first mel
e toned notice, the board of director
f shall advise the person owning sal
e stock, his agent or representative,
/ join said board in fixing the value
e said stock, which value shall be estal
:, lished on the basis of the market Walt
n of the assets of the company, takiT
). also into account the last annual
l. semi-annual statement or report of q
n corporation and the last monthly tri
$ balance preceding the date of such n
# tice. and to the value thus found al
established there shall be added t.
per cent and the sum thus found al
7. established shall constitute the vail
10 and price of said stock.
D. If within twenty-four hours aft
such notice, the owner, his agent
representative, does not join with &
l. board in establishing the price or val
r of the stock, the board may proce
" without further delay to fix the sa
* value, using the report and trial bs
j. ance aforesaid for that purpose, WIFI
Y, writings are declared to be conclusf
* evidence for and against all parties
interest in the premises, whether I
value is established by the joint act
the owner, his agent, widow, heirs
representatives or by the board OF
In rectors acting in default of the
r operation of said person or persons.
10 Upon receipt of the offer or acce
e. lance of any shareholders to purcha
of said stock and upon obtaining guara
On tee satisfactory to said board for
- 81