The herald., 1922-08-10
CHARTER.

tons as shall be determined by the
SSt SIC IaS, and as may be permitted
lzed by this charter shall not be in
creased unless such increase shall have
been previously authorized by the con-
thirds (2-3J in interest Of each class
or the then issued and outstan ding
stock OF the corporation given at
pose, or by the unanimous consent of
all the stockholders in writing
(e) Except as herein otherwise ex-
pressly provided or as may be required
by law, al voting power shall be vested
exclusively In the common stock and
leach such share Of common stock of the
corporation shall have and be entitled
to one vote.
Section 3. The amount of common
stock is hereby fixed at the sum of
two million dollars (s2 OO0, OOO). divided
Unto and represented by twenty thou
sand l2O0OOl shares OF the par value Of
one hundred dollars (s1OO) each.
Subject to the provisions contained In
Section 2 Of this Article ", relative to
the rights and privileges Of the pre-
Ierred stock and not otherwise. divi-
d fd at ats such rate ., as may be determined
Directors may be declared and paid on
the common stock out of the net profits
of the corporation.
Section 4. All of the aforesaid stock,
preferred and common, or any part
thereof, may be issued and delivered
to any person. firm, association, part
nership or corporation, in exchange for
the rights, privileges. properties and
assets owned and /or controlled by such
person. firm, association. partnership or
corporation. or for services actually rem
dered. or for cash. or for labor DONE
or property actually received.
All of the present authorized COM
mon stock is to be issued for and IN
consideration OF the transfer and deliv-
cry to this corporation OF rights. priv
nd 20 I-y,lN a.
and with assumption of the debts, obli-
cations, duties and liabilities of the
firm known as Isidore Newman Son
OF New Orleans. Louisiana appearing on
a detailed itemized statement attached
hereto and made part of this charter as
Of June 80, 1922; and for and in con-
sideration Of the transfer and delivery
to this corporation Of certain property
and assets owned and possessed bv
Messrs. Jacob X. Newman and Paul II.
Saunders. respectively. n detailed item.
! hereto and made part Of this charter
together with statement Of the value
Of the aforesaid rights. privileges. prop
critics and assets so transferred and de-
livered TO the corporation, as appraised
by the directors.
All certificates Of stock issued herein
she'll be full paid and non assessahle.
Section 3 All shares of stock are
issued and held subject TO the following
specific covenants. stipulations and
agreements, which are made part thereof.
and which shall bind the owner. holder.
assignee, Pledge. and all other parties
of stock, or any OF them, may come, or
by whom said certificates Of stock. or
any of them, may be held and or owned
(a) No transfer. assignment. or other
disposition OF said stock shall be bind
ing upon the corporation unless and until
the same shall be made and recorded
upon its books;
(b) The corporation is hereby granted
L.. ekan h.. IL
Of each share OF stock. to secure any
Indebtedness or obligation due by the
shareholder to the corporations;
(c) No holder OF common stock shall
vey, assign. pledge, or otherwise dispose
Of such stock, or any part thereof unless
, and until said stockholder shall have
first made an offer. in writing. t. the
of record Of the corporation. and to
the corporation itself, through the
Board Of Directors Of the cor.
s"cE at the appraised sU Taue thereot
the same shall have been fixed and de-
termined in good faith by the Board
: Of Directors (as provided in Article VI
Of this Charterl last previous to the
date of said offer. Such written offer
to sell shall be addressed generally to
the other then existing common stock
be delivered to the office Of the corpo-
ration. The corporation shall. through
its Board Of Directors or executive Of
: ficer or officers. transmit the offer ia
, the then existing common stockholders
and the stock shall be distributed. pro
rata. among such stockholders as desire
: to purchase. in the proportion to the
.. holdings which such stockholders bear
, to each other. Any stock not so ac-
quired may he purchased by the cor.
poration itself. out Of its accumulated
holders and the corporation shall hay.
thirty DAYS from the date when said
, offer shall have been received by the
CORPORATION to acquire the ST.; stock thus thus
ton Of that time there should remain
any portion of the stock offered for
purchase. Impoverished, either by the
stockholders aforesaid or by, the cor.
poration. or both, said stock may h
! disposed of by the stakeholder: provid
ed. however. that II not disposed o
expiration Of the thirty days offer .aboy'
/, set forth, said stock must again b,
offered to the common stockholders and
to the corporation. "a hereinabove pro
= vided. before II can be sold or trans
ferred to any other parties. and like
, limitation shall apply to any subsequen,
sale and transfer, or attempted sale and
/, transfer Of any Of such stock; Any
: stock OF this corporation which the cor
= poration may itself acquire under this
section. or otherwise. may be held o,
, may be reissued or sold by the Boar,
Of Directors. at such price and at sucf
time and in such manner as the BOARD
OF Directors in its discretion may deter
mine.
The above provisions numbered "la)'
and "b)" shall appear upon the fac
of the certificates of preferred stock, an!
the above provisions numbered "(al,
Y "b)" and "(c)" shall appear upon tn
I face of the certificates Of common stock
/, but the Board Of Directors, by unani
nous vote and without amendment u
this charter, may dispense with the ne
= cessity of writing the aforesaid clauses
: into the stock certificates, or the Ger
tificates containing such inscription ma.
: be called in and cancelled and new Ger
5 tifcates, without the inscription, ma!
i bey issued in their stead. and simila
, change from one class Of certificate T.
! the other may from time to time D,
q matle, in the manner above provided
; but only upon the unanimous vote
n the Board Of Directors to that effect.
a ARTICLE " All the corporate pow
in and exercised by a Board OF nv
a directors, each of whom shall hold II
( his own name at least one share of tn
: stock of this corporation. Said Boar
K of Directors shall be elected ANNUALLY
). on the second Wednesday of February
3 in each year, unless such day shall fal
n on a legal holiday, and in that even
: such election shall be held on the mex
I; succeeding business day which Is not
d legal holiday; provided, however, tina
e such election may be postponed not ex
I ceeding three months from the da1
: when the same should have been held
a lby a vote Of two-thirds OF the then ex
n istinp directors at a meeting held a