The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-27
CHARTER.

! in cash or property, as provided by law
! or by an issue of stock dividends out Oi
the surplus and profits accumulated and
! undiStributed, and in such manner and
| inStallments as the board Of directors
may determine, and such stock shall be
! fun paid and worcestershire. The board
of directors is hereby. in its discretion
! vested with fun power and authority T.
| issue stock dividends.
Section I. The capital stock of this cor
| puratiOn may be increased to the sum Oi
/ 81 900. 900 and such increase may be mad,
| in either Preferred or Common Stock. 81
both. as may be determined and in such
! amount as may be determined up to The
| aforesaid sum of Sl.OOO.OUO. All trans
/ ferS of stock shall be made on the books
of the company on the surrender of the
outstanding certificates, and in accordance
with such rules and regulations ~ may
/ from time to time be prescribed by IA,
| board of directors. No stakeholder shall
have the right to sell or dispose of his
stock or pledge or cucumber the same
without first Offering II IN writing. 10 the
other stockholders. through Ia" board of
directors. at a price not in excess of III"
book value of the stock as shown by the
last preceding inventory and financial
, statement of the cOmpany'S business. The
said stockholders shall, in proportion To
their respective holdings, hay" thirty
days notice within which To buy said
stock and should any stakeholder not de
sire to purchase his proportion of the
stock. then the remaining stockholders
shall DE entitled To purchase tHt same 'li
the basis of the valuation stated. in pro-
portion to their respective holdings, and
should no stakeholder desire to purCha1e
the same, then the board of directors may
purchase the same for account of the CON
pany. 1t is understood that all stock Is
sued hereunder is issued in accordance
with and held subject to these provisions
of the charter.
V.-All the corporate powers of said
CORPORATION shall be vested in and eXer-
,isa hV Of 0OlunD~gl
five stockholders, TO be elected annually
on the third Monday of January. All such
elections shall be by ballot and conducted
at the office of the corporation. under the
supervision of two commissioners To be
appointed by the president for that pur-
pose, of which election ten ClOD days
prior notice shall have been given by the
secretary to each holder of common stock,
by notice sent to his last known dOmi-
Gle. or place of business, and each share
of Common Stock shall be entitled to one
vote to be cast by the owner in person,
by written proxy. The directors thus
elected shall serve and continue in office
until their successors shall have been
elected.
Vacancies occurring in said board. from
any cause whatever, shall be filled by the
remaining directors; and any director who
may be compelled to be absent from this
state, may appoint, under writing, another
holder of Common Stock to act as his
proxy on said board and exercise for the
director. Three directors shall constitute
a quorum, for the transaction of any bust
ness. The said board Of directors shall
make all bylaws, rules and regulations
for the government of the affairs and
business of the company, and alter, amend
and change the same at pleasure. They
shall also have full power to buy, sell.
mortgage and pledge any and all property,
real or personal, whenever in their Judg-
ment they may deem such acts necessary
and proper, without recourse to the vote
of the holders of Common Stock, and shall
have power to hire, employ and discharge
and to fix all salaries and cOmpenSations.
and generally do all things necessary in
the transaction of the business and affairs
of the company.
And the board of directors shall have
full authority to carry out the powers
herein granted without recourse to any
vote or grant Of power by the holders of
Common Stock, and shall have like full
power and authority to buy and sell and
to receive in pledge or to hypothecate the
shares of the capital stock of any other
corporation erected for like purposes with
this corporation; to issue bonds upon such
conditions as they may deem proper and
TO pledge or mortgage any property of the
corporation to secure the payment of such
bonds
VII.-The annual meeting of the share
holders shall be held on the third Mon
day OF January of each year: and meet
ings OF the shareholders may be called by
the president or board of directors upon
ten days notice, given in a daily paper
published in the City of New Orleans, or
sent by mail, provided that meetings of
shareholders may be held and business
transacted by them at any time when all
OF the shareholders are present, or are
represented by proxy at each meeting and
formal notice of the meeting is waived in
writing.
VIII.-This act of incorporation NAV
De changed, modified or altered, the capt.
cd dnar
corporation may be dissolved if three
fourths of the stockholders convene for
that purpose and after fifteen DAYS pre-
vlous notice shall have been given either
by mailing notice to the last known ad-
dress Of each stakeholder or by adyer-
tlsement at least twice in a daily news
paper published within ten days next pre-
cedlng the date of the meeting
And the said appearer further declared
that he is authorized, empowered and d.
rected to sign and execute all necessary
acts and proceedings to carry out and
e ere, tne SAID amendments; and he does
now appear before me, notary, in order
TO make proper nOtarial record of said
and to have same recorded
as required by law, all Of which will more
iuny appear by reference to a certified
opy or the minutes Of said stockholders
meeting, hereto attached.
Ihus done and passed in my office in
city OF New Orleans, on the day and
IN the month and year first above written,
:. .. hibnnger, competent witnesses, who
nave hereuntO affixed their signatures
Win Win the said appearer and me, notary,
aiter que reading Of the whole
witnesses; 1 de Villenueve, s. S. Kib-
ORIGINAL SIGNED):
,,. CHAS. II. BEHRE.
tSeaD' WILLIAM j. GUSTE,
poooso, ~ Notary Public
PCS. folio 497. -- w. ID
A true copy:
'SeaD' WILLIAM J. GUSTE.
Inlr o. Notary Public.