The herald., 1922-04-20
CHARTER

thereof, including the right to vote on
| said stocks and to receive and distribute
as profits the dividends and interest on
such stocks as securities.
| To lend its funds and make advances
to any affiliated company, partnership,
person or association, upon the security
of their or his undertaking, property or
estate, assets and effects, or any part
thereof, upon such terms as the Board
of Directors may deem expedient.
To conduct and transact business in
all of the states, territories, colonies or
dependencies of the United States, and
any and all foreign countries; to have
one or more offices therein. and therein
to hold, purchase, mortgage and convey
real and personal property without limit
as to amount, but always subject to local
laws.
The foregoing clauses shall be con
strued both as objects and powers, and
il is hereby expressly provided that the
foregoing enumeration of specific powers
shall not be held to limit or restrict in
any manner the powers of the cOrpor-
ati0n
And to this end to make and use a cor
pOrate seal, and the same to break and
alter at pleasure; to name and appoint
such officers, directors, agents or en-
ployees as the interest or convenience
may require; to make and establish by
laws, rules and regulations for the
proper management and regulation Of its
affairs as may be due, necessary and
proper, and the same to alter and change
at pleasure; and to do all other acts and
things permitted by law or as shall and
may be necessary and proper to carry
out the objects and purposes of said cor
pOrati0n.
ARTICLE Ill The domicile of this
corporation shall be in the City Of New
Orleans, Parish of Orleans, State of Lou
isiana.
ARTICLE ". The capital stock of
this corporation is hereby declared to
be 5000, which may be increased to
$4,000. Said capital stock is divided
into fifty shares of the par value of 500
or sooner. at the discretion of the Board
of Directors, which said stock shall be
paid for in cash, or the same may be
issued at not less than par in payment
or exchange for property rights actually
received or purchased by said corpora
ton in accordance with law.
Power of this corporation shall be
vested in and exercised by a Board of
three directors, consisting of the Presi-
dent, Vice President, and the Secretary
and Treasurer; two members Of said
Board shall constitute a quorum for the
transaction of business and other deci-
siOns shall be valid corporate acts. The
following persons shall constitute the
first Board Of Directors: Noel Arm
strong, Al Whitehall Street, New York,
N. Y; c. Vincent Armstrong, A White
hall Street, New York, n. Y; John ID.
Russ, Orme Building, New Orleans, La,
with Noel Armstrong as President, John
u. Russ as Vice President, and c. Vim
cent Armstrong as Secretary and Treas
urer. This Board of Directors and Off
GERS shall continue in force until the third
Thursday in the month Of January, 1923,
on which date and annually thereafter
their successors shall be elected unless
the same be a holiday when the election
shall be held on the next legal day there
after.
Notice of such election shall be given
to each registered stakeholder in writ
ing addressed to said stakeholder at his
last known Post Office address as the
same shall appear upon the books OF the
corporation at least fifteen days preced
ing each election and the Board of Direc-
tors shall appoint one or more stock
holders to preside at such election as
commissioners. In the event of the fail
ure of any commissioner or commits
sioners to attend. the president shall, by
appointment, fill the vacancy.
Any failure, for any cause whatever,
to- elect directors on the date named for
that purpose shall not dissolve the cor
pOration, but the directors then in office,
as well as the officers of said Company,
shall hold office until their successors
are chosen. In such event, the president
shall cause another election to be held
within thirty days and shall give notice
thereof as hereinbefOre provided.
At every election and meeting each
stakeholder shall be entitled to vote for
each share of stock registered in his name
either in person or by written proxy.
The election of directors shall be by
ballot, and the majority in amount of
votes cast, each share of stock voted upon
being counted as one vote, shall elect
the person or persons for whom they
have been cast,
After each election, the Board Of Direc,
tors shall elect from their own number
the officers Of said Company.
ARTICLE v. The Board Of DIRECTORS
shall have full power to fill vacancies
in their number caused by death, resig-
nation or otherwise from among the
stockholders Of the corporation.
The said Board shall have full con-
troll Of the property of the Company and
shall so conduct, manage and use the
same as In their discretion they deem
mt and that Is consistent to the objects
OF this Company for the welfare Of the
same.
The said Board Is fully authorized to
frame and adopt such bylaws, rules and
regulations as the afafirs and business |
OF the corporation may require and as
1t may be necessary for the conduction |
and management thereof; provided the |
or with the laws Of the State or of the |
United States.
The said Board may elect or appoint |
manager and may, In its discretion. |
delegate special power and authority to |
such manager for the purpose of proper |
ly conducting and managing the bust |
ness details Of said corporation. The |
said Board shall have power to appoint |
or elect such other officers, agents, en- |
servants and clerks as IL may |
deem necessary for the conducting of the |
business OF the corporation, fix their |
compensation and terms of service and |
nix and determine the salaries Of the sew |
eral officers herein provided for
Special meetings e the Board Of Direc- |
tors shall be held whenever called by |
the direction Of the President or at the |
request Of any one of the directors for
The time being in office, and only such |
business may be transacted at a special |
meeting as Is specified in the notice
ihereof. The Secretary shall give notice |
70 each director of each special meeting
1t least one day before the meeting, by
nall telegraph or telephone.
Such meetings of the Board of Direc-
tors may be held outside this state or
within this state. elsewhere than the cor
poration's domiciIe.
ARTICLE vi. This charter may be
changed, modified or amended. or this
corporation may be dissolved at a gen
eral meeting of the stockholders con
'ened Tor the purpose according to law
III at any time this corporation should.
lccording to law. desire to dissolve, its
lnairs shall be liquidated by three com
nissioners selected from the stockholders
Il a meeting called for that nurnnsa said |