The herald. [volume] (New Orleans, La.) 1905-1953, 1922-01-26
CHARTER.


by the Beard of Directors and the same
may be issued at not less than par for
labor done or property actually received
by the corporation.
This corporation shall become a going
concern and be authorized to do business
rs soon all of its capital stock shall
nave been subscribed and paid for.
The amosnt to which the capital stock
Of t:is corporation may be Increased
shall be the sum of Five Hundred Thou
sand Dollars $500, 0000Ol.
No stakeholder shall have the right to
sell or otherwise dispose of any stock
of this corporation without first offering
the same in writing to the Board OF
Directors of this corporation, through its
President, which Board shall have ten
llO) days within which to accept or re-
fuse the offer. but said board of direc-
tors shall have the right to purchase any
stock so offered CT any part thereof
at its book value irrespective of what
price may have been offered for said
stock by anyone. Should said board of
directors fail to avail itself of said
privilege within said period of time. the
said stock may be offered aud sold to
any other person or persons.
ARTICLE Van of the corporate powers
OF this corporation shall he vested in
and exercised by Board of Directors.
composed of five 90 stockholders. three
CD OF whom shall constitute IA quorum.
Said directors shall be elected annually
year at a general meeting of the stock
holders. except the first board of dire,
tors appointed i'll this charter, who shall
hold their offices until the first Monday
in MarcA. 1923. or until their successors
shall have been duly elected and qualified.
All such elections shall be held by ballot
and conducted at the office Of the cor
poratiOn under the supervision OF two
CD commissioners to be appointed by the
board of directors Notice of such meet
ings and Of all other stockholders meet
ingS shall be given in the manner pre-
scribed by law. and when not pre-
scribed, then written notice Of such meet
ingS shall he designated. ut least fifteen
40 days prior to the date of such meet
ing, in the post office of the City of
New Orleans, postage prepaid, properly
addressed to each stakeholder at his last
known residence or place of business.
At all such elections and at all cor
pOrate meetings every stakeholder shall
bc entitled To one vote for each share of
stock standing in his name on the books
OF the corporation. to he cast by him in
pc">Un or 10y his written proxy, and a
majority of the votes cast shall elect.
Any vacancy or vacancies occurring
among the directors by death. resigna-
ti"n or otherwise, shall be filled by cleo
tiOn for the uneXpired term by the re-
naming directors.
The failure to elect directors on the day
above specified shall not dissolve the
corporation, nor impair its corporate eN-
lSltUtt OF bul lHe sulTtN-
tors then in office shall remain in office
until their successors are elected and
qGalifitd.
The board of directors shall annually.
at its first meeting after election, elect
from its own number a President, one or
more Vice Presidents, n Secretary and
Treasurer. or il may elect one person who
shall, L. both Secretary and Treasurer.
who need not be member of the board
OF directors. The board of directors may
also elect one more assistant Secre-
tarieS, neither of whom need he members
of the board or stockholders in this cor
pOratiOn. The board of directors shall
have power and authority to name and
appoint all such other officers. agents and
employees as may be deemed necessary
for the purposes and business of this
corporation. Said board shall have power
and authority to fix the compensation and
define the duties of every officer and en-
plOyce. and all officers and employees
shall hold office and employment at the
pleasure of said board.
Said board may make and establish, as
well alter and amend. any and all
bylaws. rules and regulations necessary
and proper in its Judgment for the con
duct. support and management of the busi-
ness and affairs of said corporation.
At all meetings of said board of direc
tors each director shall have the right
10 appoint from amongst the directors
proxy to act in his place and stead.
The said board shall have full power
mortgages. and create liens: to issue bonds,
notes ond other obligations. and to Sc
cure the same by mortgage. pledge or
otherwise; anc. generally, to exercise all
the corporate powers and to do any and
all things reasonable. convenient and nee
essary for the proper carrying on of the
business and affairs of said corporation.
Said board may issue full paid shares
of stock for cash or in payment of labor
done and performed for said corporation.
or property actually received by said cor
poration, upon complying with the formal
tiles required by law.
ARTICLE VI-Whenever this corpora
ton shall be dissolved. either by limita-
ton or from any other cause. its affairs
shall be liquidated by two (2) commits
sionerS to be appointed from amongst the
stockholders at a general meeting OF the
stockholders convened for such purpose :;
two thirds in amount Of the capital stock
of said corporation represented at such
meeting shall be necessary to elect. said
commissioners shall remain in office until
the affairs of said corporation shall he
fully liquidated. In case of the death of
one or more of the commissioners, the
vacancy or vacancies shall be filled by
election by the surviving commissioners.
Said commissioners shall hold all powers
conferred upon them by law or by the
stockholders at such meeting. If not in
consistent with law.
ARTICLE Vino stakeholder shall
ever be held liable or responsible for the
"
ton in any further sum than the unpaid
balance. if any. due the corporation on
the shares of stock owned by him. nor
shall any mere informality in Organiza-
ton have the effect of rendering this
charter null or of exposing n stakeholder
to any liability beyond the unpaid balance,
IL any, remaining due on his or her
stock.
ARTICLE vIII-This Act of Incorpora-
ton may be changed. modified or amended,
mr. "a
may be increased or decreased, or said
corporation may be dissolved in the man.
ner now or hereafter provided by law.
ARTICLE IX.-The following shall CON
stitute the first Board of Directors of this
corporation: Mr.. J. l.. OnoratO, New Or
leans. La: Mr.. r. W. Wilmot. New Or
leans. La: Mr.. c. p. Ellis. New Orleans,
La: Mr.. Hugh McClOskey. New Orleans.
La. Mr.. X. s. Hecht New Orleans. La. {;
and the following shall be the officers
of the company; Mr.. J. L. OnOrato. Press
dent Mr.. Il. W. Wilmot, yice-President
and Mr.. III. C.. NOmayer, Secretary ana
Treasurer.
The subscribers to the capital stock of
said corporation and their respective ad-
dresses are: J. l.. OnOrato, 3f3 Caron-
delet Street. New Orleans. La. shares
G. P Ellis. Hibernia Bank Building. New
Orleans La. shares Hugh McCloskey,
416 Magazine Street. New Orleans, La.
6 shares; II. w. WilmOt. Hibernia Bank
Building New Orleans. La, shares; X.
s Hecht Hibernia Bank Building, New
Orleans La, Z shares: ]. l.. Onorato,
Trustee. 343 Carondelet Street, New Or
I