The herald., 1922-08-03
CHARTER.

tions as shall be determined by the
stockhoiders, and as may be permitted
by law. but the preferred stock author
creased unless such increase shall have
been previously authorized by the con-
s sen. OF the holders iG,s, Of a. least two
OF the then issued and outstan ding
stock Of the corporation given at a
meeting regularly called for that pur.
all the stockholders in writing.
(e) Except as herein otherwise ex-
pressly provided or as may be required
by law, all voting power shall be vested
escb sneS share IN the stock and
corporation shall have and be entitled
to one vote.
Section 3. The amount Of common
stock Is hereby fixed at the sum Of
Unto and represented by twenty thou
sand (200O0) shares Of the par value Of
one hundred dollars (slOO) each.
Subject to the provisions contained in
the rights and privileges of the pre-
cerred stock and not otherwise, dfvi-
dends at such rate as may be determined
from time ma to time oo by the Boafd Of
the common stock out Of the net profits
of the corporation.
Section 4. All of the aforesaid stock.
preferred anti common, or any part
to any person, firm, association, part
nership or corporation. in exchange for
the rights. privileges. properties and
assets owned and /or controlled by such
corporation, or for services actually rem
dered, or for cash. or for labor done.
or property actually received.
All af 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
ileges, properties and assets (subject to
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 30, 1922; and for and in con-
sideration Of the transfer and delivery
to this corporation of certain property
Messrs. Jacob X. Newman and Paul H.
Saunders, respectively, detailed item
lied statement whereof is attached
hereto and made part Of this charter /;
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
shall he full paid and worcestershire.
Section g. All shares of stock are
issued and held subject TO the following
specific covenants s,an stiguiations and
and which shall bind the owner holder.
assignee, Pledge. and all other parties
into whose possession such certificates
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
upon its books;
(b) The corporation is hereby granted
and shall have a lien upon and pledge
Of each share OF stock. to secure any
indebtedness or obligation due by the
shareholder to the corporation;
(c) No holder OF common stock shall
have the right to or shall transfer. con-
vey. assign, pledge, or otherwise dispose
Of such stock or any part thereof unless Mess
first made an offer, in writing. to the
other then existing common stockholders
Of record Of the corporation, and to
Board Of Directors of the cor.
stock at the appraised value thereof as
the same shall have been fixed and de.
Of Directors (as provided in Article VI
of this Charterl last previous to the
date Of said offer. Such written effer
to sell shall be addressed generally to
the other then existing common stock
holders and to the corporation. and shall
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 to
the then existing common stockholders.
and the stock shall be distributed, pro
to purchase. in the proportion to the
holdings which such stockholders bear
to each other. Any stock not so ac-
quired may be purchased by the cor.
surplus and profits. The common stock
holders and the corporation shall have
thirty DAYS from the date when said
shall have 6Een r tSs by ,b sns
offered for purchase. If at the expira-
ton Of that time there should remain
any portion Of the stock offered FOR
stockholders aforesaid or by the cor
poration. or both, said stock may be
disposed Of by the stoekholder; provid.
that from n9 fse dsts of
expiration of the thirty days offer above
set forth, said stock must again be
offered to the common stockholders and
ferred to any other parties. and like
limitation shall apply to any subsequent
sale and transfer or attempted sale nG
stock Of this corporation which the cor
poration may itself acquire under this
section. or otherwise, may be held OF
may be reissued or sold by the Board
of Directors. at such price and at such
time and in such manner as the Board
of Directors In its discretion may deter
mine.
The above provisions numbered "[a)'
and "(b)" shall appear upon the face
of the certificates of preferred stock. and
the above provisions numbered "(al,
"(b)" and "(c)" shall appear upon the
face of the certificates Of common stock
but the Board Of Directors, by unani'
! nous vote and without amendment tc
this charter. may dispense with the ne
lcessity of writing the aforesaid clauses
into the stock certificates, or the Ger.
tificates containing such Inscription may
be called in and cancelled and new GER
tffcates, without the inscription, may
hey issued in their stead. and similar
change from one class Of certificate e
! the other may from time to time b.
, made, in the manner above PROVIDED
but only upon the unanimous vote o.
the Board OF Directors to that effect.
ARTICLE V. All the corporate pow
ers of this corporation shall be vested
in and exercised by a Board OF nv
!, directors, each Of whom shall hold II
! his own name at least one share OF tn
stock of this corporation. Said Boart
: Of Directors shall be elected annually
on the second Wednesday of February
, lin each year, unless such day shal iai
! on a legal holiday, and In that even
such election shall be held on the mex
|. succeeding business day whlch is no,
legal holiday; provided, however, ina
. such election may be postponed not et
ceeding three months from tne gay
, Inv a vote OF two-thirds Of the then ex
t.xt-- 5t,ootnrc n meeting held a