The herald., 1922-10-19
CHARTER.
ase with respect to such retired

stock.
Preferred stock shall enjoy no vot-
ing power, and no holders or owners
of preferred stock shall he entitled to
any vote with respect To such preferred
stock in any of the affairs of this cor
pUratiOn or meetings of the StOckhoId-
ers or directors thereof or otherwise
ARTICLE YIN the event of any
holder or owner of stock, as well as
his widow, estate or heirs. whether OF
preferred or common, desires to sell
or dispose of the same, such holder or
owner. as well as his widow. estate or
heirs, must first tender such stock to
the other stockholders. through the
Board of Directors, for purchase, for
4 period of thirty days. in writing. at
the price of said stock on the books
Of the corporation, and during said
period of thirty days the SAID stock
holders shall have the exclusive right
To accept or reject the purchase of
said stock, as they may elect. and III
the event said stockholders, through
said Board shall fail to make said pur-
chase within the said period at the
price offered. under the conditions
aforesaid. then and in that event the
stakeholder or stockholders desiring To
dispose of his stock may sell the same
to such other person or persons as he
may see fit. All stock in this cor
pOratiOn, whether common or pre-
ferred, issued or to be issued. shall be-
subject to the provisions of this
article.
ARTICLE VI-The domicile of this
corporation shall be in the city OF
New Orleans La, where all meetings
of the stockholders or directors muSt
he held. provided, that, with the writ
ten consent of all the directors valid
meetings of the directors may Ice held
outside of the State or within the
State elsewhere than at ats dOmicllc.
Citation shall Ice served upon the Pres
ident. or. i'm his absence or liability.
upon the Secretary Treasurer.
ARTICLE VII. All the corporate
powers of this corporation shall he
vested in and exercised 10y a Board Of
Directors. four in number. all of whom
shall be stockholders, to b" elected on
the second Monday in the month of
January of each year. commencing with
the second Monday in January, 1873.
with the understanding that the first
Board Of Directors selected by the
stockholders and named in this char
ter as well as the first set of officers.
as hereinafter named, shall hold office
until the second Monday of January.
1928, or until their successors have
been elected and have qualified
After the election of said Board Of
Directors by the holders of the COM
mon stock, as herein provided, there
shall he elected by said directors. from
their own number the Officers of this
corporation, which are as follows: Il
| President and Secretary-Treasurer.
The first Board of Directors and the
officers Of this corporation shall be the
! following. and which said Board oil
| Directors and officers shall serve un-
| til the election To he held on the second
/ Monday of January, 1928, or until their
| successors are elected. chosen ana
qualified. The address of said direc-
tors and officers are set opposite their
| respective names: Eugene Freeman.
| President. New Orleans Mrs. Eugene
Freeman, New Orleans. La; William
! |. Barlow. Secretary-Treasurer. New
! Orleans, La; Adolph IL Leibe, New
/ Orleans, La.
! The Board of Directors shall have
! the right to fill all vacancies occur
| ring in their number. whether resulting
/ from death, resignation or otherwise.
| ARTICLE VIII-The annual meet
| ing of the stockholders of this cor
poration for the election of directors
! shall he held on the second Monday IN
| January of each year, commencing with
| the second Monday in January, 1875
! until which time the officers and d.
rectors named in this charter shall con-
| tinue i'm office. or until their successors
have been elected and qualified The
| election for said directors shall be 10y
| ballot. and the majority in amount oil
common stock voting, whether in per
/ son or by proxy. shall elect the persons
| for whom they are cast. Each share
| of stock voted upon to be counted FOL
| but one vote. Said stock shall not De
! entitled to cumulative voting.
The Board of Directors is further
| authorized to frame and adopt sucf
/ bylaws, rules and regulations as th'
affairs and business of the company
| may require and it may deem neces
| sary for the conducting and manage
| ment thereof, provided the same does
| not conflict with this charter and the
| laws of the State of Louisiana and
/ those of the United States of America
to name and appoint managers. fix
| their compensation and terms OF EN-
| ployment, as well as name and APP
| point agents and employees as in its
discretion may seem fit and proper. as
well as. to fix the salaries and terms
! of employment of the officers, en-
ployees, clerks and assistants. The
| Board of Directors is specially vested
| with the power to acquire and pur-
| chase such property or business OF
! good will. or all of these, from indi-
! viduals, firms or other corporations. as
| said Board of Directors may deem adj
visable and proper, and at such price
| and on such terms as they may deem
| best, and to pay therefor in the full
| paid common or preferred capital stock
of this corporation or otherwise. This
| power to purchase and acquire to be
| exercised by said Board without the
necessity of referring to the share
| holders for authorization.
| ARTICLE IX.-No stockholder shall
! ever be held liable or responsible for
| the contracts, 1auitS OF ueDlS OF lHis
corporation. nor shall any mere infor-
| mality in it's organization have the
| effect of rendering this charter null
or of exposing it's shareholders to any
liability beyond the unpaid balance due
on the stock owned by them.
ARTICLE X-The names and post
office addresses of the subscribers t'
these articles of incorporation and the
number of shares of stock subscribed by
each, are as follows: Eugene Freeman
| New Orleans. La, 80 shares common
$50 shares preferred; Mrs. Eugene Free
man, New Orleans, La, l share com
mon stock; William l. Barlow, New
Adolph Ii. Leibe, New Orleans, La,
share common stock.
| ARTICLE XII ALL stockholders
meetings for the election Of directors
as above stated shall be held afteI
fifteen days written notice mailed t
each stakeholder. other stockholders
meetings may be held when ordered b!
the Board of Directors or when re
cent of the outstanding common stock
Notice of all stockholders meetings
other than adjourned meetings. shat
be given in the manner prescribed fo
stockholders meetings for the election
of directors, unless such notice l!
waived by unanimous consent.
ARTICLE XII-This charter ma!
be amended, altered or changed at
special meeting of the common stock
holders. called for that purpose motto,
of which is to be given in accordanc,
with the provisions of this charter, b,
the vote of twO-t birds of all the com