The herald., 1922-08-10
CHARTER.

holders, except as may be otherwise re-
quired by law, shall be given, either by
mailing such notices to each stock
or If nS such address ds last IS
known; then to the General Delivery,
New Orleans, La, at least fifteen days
prior to the date of such meeting (un-
less shorter time is herein otherwise
provided. or unless the parties waive
such notice., or by publication at least
three times during the fifteen days next
newspaper published at the city of New
Orleans. At such meeting each holder
OF common stock shall be entitled to one
vote for each share of common stock
standing In his name on the books of
the corporation, for the election of direc-
| tors or other purposes. Said vote may
De cast In person or by written or tele-
graphic proxy, and the majority of the
votes cast shall elect. The Board of
Directors shall have power to fill all
vacancies that may occur in the Board;
quest of the holders of ten per cent
| (lO1o) of the outstanding common stock
special meeting may be called, and
shall upon request of the holders Of
| STOCK be called for the purpose of filling
the vacancy thus created, whether the
same has been temporarily filled by the
| Board OF Directors or not, and at such
meeting such vacancy may be filled by
the vote of holders of common stock
ana the director elected by the board to
facto cease to be a director of the cor
poratiOn, and the director elected at such
special meeting shall fill the vacancy
thus created: Failure to elect the direc-
tors at the time and in the manner pro-
vided herein shall not dissolve this cor
poration. but the directors then in
office shall remain in office until their
successors are elected and qualified.
ARTICLE VI. The Board Of Direc-
tors shall within thirty Days following
election
their number a President. one or more
| NicePrcSidents (giving the latter such
respective rank as they may Determined !;
they shall also elect a Secretary and a
! Treasurer, who may or may not be a
stakeholder or director: they may also
elect or appoint any other or additional
and shall have the power, in their dis
erection, to unite any two or more offices.
/ In furtherance and not in limitation of
the general powers granted by this
charter and by the law to the Board OF
Directors to administer and conduct the
affairs of the corporation, the Board OF
Directors shall have the power and au-
thority to make, alter and amend by
laws, rules and regulations that 1t may
deem necessary, not inconsistent with
this charter or with the law; to employ
employees. aud to fix their compensa-
ton: to execute bonds. mortgages. notes.
pledges and other forms of obligations
herein provided. in such amounts and
as they may determine: to borrow
money and to secure the same. as they
may deem necessary: to issue and de-
liver full paid shares Of stock or bonds
of this corporation. for property. ser
vices or rights acquired. and generally TO
do any and all acts not prohibited by
law or limited by this charter. which
in their discretion they may deem nee
essary or proper for the furtherance OF
and incident to the business carried on
by the corporation.
The Board Of Directors shall have
power and authority at the conclusion
to pay TO such officers of the cOrpor-
alton and in such proportions as they
may determine. in their unrestricted
discretion, sum not exceeding total
OF thirty per cent (30oc) of the net
profits of the corporation for such year
in excess of five per cent (50S) on the
cent (6ot) on the outstanding preferred
stock, which sum so paid to such officers
shall he considered as additional COM
pensation.
The Board Of Directors shall have
power and authority. through its Presi-
dent or other authorized agents or rep
resentatives, to do any and all things
hereinabove provided. or necessary or
proper in the carrying on Of its business
It shall be the duty Of the Board OF
Directors to fix and determine by ap.
praisal the value Of the shares OF com
mon stock of the corporation semi
annually as Of the first days of Jan
uary and July in each year.. and tG
enter such appraised value. so fixed and
determined as of the dates aforesaid
in the records of the corporation within
. thirty days after such dates respective
". The aforesaid appraised value shall
be fixed and determined in conformity
with any approved accounting practice
such valuation shall be for the informn'
discretion of the Board Of Directors bt
, fixed on such basis the Board OF
Directors may determine.
, The majority of the directors as ther
existing. shall constitute a quorum fol
the transaction Of business at any meet
! ing of the Board of Directors. Should
: any director be absent. snch absent
; director may be represented by another
director who may cast the vote Of sucl
absent director in accordance with th'
written or telegraphic instructions. gen
eral or special, given by the absen
: director.
/, composed Of the following: J. X. New
man. p. Fl. Saunders t. Carroll Root
II. l.. Falk. Harry Hardie. with offcer'
fGls SSS3sI: X,ca prfsd cant
! roll Root, vice-President; Fl. L. Falk
Secretary: Harry Hardie Treasurer. ant
these directors and officers shall holC
their office until the next annual election
To he held under this charter or unit
!, their successors shall have been elected
, and qualified.
ARTICLE VII. This act Of incorpor
alton may be amended, modified or al
tered. In material or immaterial respects
and the corporation may he dissolved
or liquidated and its stock decreased
: with the assent of the holders of two
!, thirds Of the entire outstanding stock o
all classes represented Mt general meet
ing of the stockholders convened TO
. such purpose. after giving notice In sucl
: manner as herein provided for notice o
annual election. or as may be required
by law.
: ARTICLE VIII. Whenever this cor
' poration shall be dissolved or liqufdate'
: for any cause, it's affairs shall be liqui
' dated by three liquidators. to be ap
r pointed from among the stockholders a
e convened for that purpose, at whicl
. meeting each share of stock Of whateve
class shall be entitled to one vote, L
person or by written or telegraphi
proxy. Such liquidators shall have. al
authority which the stockholders elect
> ing them may confer upon them,
e which they may be given by law, an
\ shall have full right, power and au
e thority to sell, dispose Of. and transfe
. all the assets of the corporation, an
: to distribute the proceeds thereof; pro
!: yided, however, that unless otherwis
] agreed by the stockholders. the prop
! erty and assets of the corporation sinai
{ so far as practicable. in the event o
a dissolution or liquidation. he distribute
{ among the common stockholders in kind
: In the event of the death, disability o
e resignation Of any one or more OF tn
!, liquidators. the surviving hquidator
. may fill the vacancy or vacancies; pre-
I yfded however, that the right to fll sue