The herald., 1922-04-20
CHARTER.

point such officers, directors, agents or
employees as the interest or convenience
may require; to make and establish by
laws, rules and regulations for the proper
management and regulation of its affairs
as may be due, necessary and proper,
and the same to alter and change at
pleasure; and 10 do all other acts and
things permitted by law, or as shall and
| may be necessary and proper to carry
out the objects and purposes of said cor
pOratiOn.
ARTICLE III. The dOmicile of this
corporation shall be in the City of New
Orleans, Parish of Orleans, State OF
Louisiana.
ARTICLE ". The capital stock of
this corporation is hereby declared to
be $4,000, which may be increased to
$4,000 Said capital stock is divided
into one hundred shares of the par value
of 800 each, to be paid for as the law
provides or sooner, at the discretion
of the Board of Directors, which said
stock shall be paid for in cash, or the
same may be issued at not less than par
in payment or exchange for property
rights actually received or purchased by
said corporation in accordance with law.
Power of this corporation shall be
vested in and exercised by a Board of
three directors, consisting of the Presi-
dent, Nice-President and the Secretary
and Treasurer; two members of said
Board shall constitute quorum for the
transaction of business, and other deci
sicns shall be valid corporate acts. The
following persons shall constitute the
first Board of Directors: Noel Armstrong,
A Whitehall Street, New York, n. Y;
John ID. Russ, Orme Building, New Or
leans, La; G. Vincent Armstrong, A
Whitehall Street, New York, n. Y, with
Noel Armstrong as President, John ID.
Russ as Vice-President and c. Vincent
Armstrong as Secretary and Treasurer.
This Board of Directors and officers
shall continue in force until the third
Thursday in the month of January, 1923.
on which date and annually thereafter
their successors shall be elected, unless
the same be a holiday, when the election
shall be held on the next legal day
thereafter.
Notice of such election shall be given
to each registered stakeholder in writ
ing, addressed to said stakeholder at his
last known pOstoffice address, as the
same shall appear upon the books of the
corporation at least fifteen days preced-
ing such election, and the Board of
Directors shall appoint one or more
stockholders to preside at such election
as commissioners. In the event of the
failure of any commissioner or commits
sioners to attend, the President shall, by
appointment, ill the vacancy.
Any failure, for any cause whatever,
to elect directors on the date named for
that purpose, shall not dissolve the cor
poration, but the directors then in office
as well as the officers Of said company
shall hold office until their successors
are chosen. In such event the President
shall cause another election to be held
within thirty days and shall give notice
thereof as hereinbefore provided.
At every election and meeting each
stakeholder shall be entitled 10 vote for
each share of stock registered in his
name, either in person or by written
proxy.
The election Of directors shall be by
ballot, and the majority in amount of
votes cast, each share of stock voted
upon being counted as one vote, shall
elect the person or persons for whom
they have been cast.
After each election the Board " Direc-
tors shall elect from their own number
the officers Of said company.
ARTICLE V. The Board of Directors
shall have full power to fill vacancies In
their number caused by death, resigna-
ton or otherwise from among the stock
holders of the corporation.
The said Board shall have full con-
troll OF the property of the company and
shall so conduct, manage and use the
same as in their discretion they deem
mt and that Is consistent to the objects
OF this company for the welfare of the
same
The said Board is fully authorized to
frame and adopt such bylaws, rules and
regulations as the affairs and business of
me corporation may require and as 1t
may be necessary for the conducting and
management thereof provided the same
shall not conflict with this charter or
with the laws Of the State or the United
States.
The said Board may elect or appoint
a manager, and may, in its discretion,
delegate special power and authority to
such manager for the purpose of prop
erly conducting and managing the bust
ness details of said corporation. The
said Board shall have power to appoint
or elect such other officers, agents, en-
ployees, servants and clerks as 1t may
deem necessary for the conducting of the
business of the corporation, fix their
compensation and terms of service and
fix and determine the salaries of the sew
eral officers herein provided for
Special meetings of the Board of Direc-
tors shall be held whenever called by
the direction Of the President or at the
request or any one of the directors for
the time being in office, and only such
business may be transacted at special
meeting as is specified in the notice
thereof. The Secretary shall give notice
TO each director of each special meeting
at least one day before the meeting, by
mail, telegraph or telephone.
such meetings of the Board of Direc-
tors may be held outside this state or
within this state. elsewhere than the cor
poration's domicile.
ARTICLE vi. This charter may be
changed. modified or amended or this
corporation may be dissolved at a gen
eral meeting Of the stockholders con-
Vened Tor the purpose according to law
If at any time this corporations should.
according to law, desire ITO dissolve, its
anairs shall be liquidated by three COM
missioners selected from the stockhold- |
ers at q meeting called for that purpose |
SAID commissioners to remain in office |
until the affairs Of the corporation have |
been fully liquidated. In case of the |
death of one or more of said commits |
sioners, the survivor or survivors shall |
continue to act.
ARTICLE VII. The names and post.
ofnce addresses of the subscribers of the |
articles of incorporation and a state |
ment OF the number of shares of stock |
which each agree to take in the corpor- |
alton are as follows: Noel Armstrong, |
"A Whitehall Street, New York, N. Y.
% shares; John ID. Russ, Orme Building
New Orleans, La, 1 share; c. Vincent |
A. Whitehall Street. New
York, n. Y, "a shares.
IN witness whereof, the said appearers
and the said witnesses have hereunto
afhxed their signatures with me, the said
Notary, on this 22nd day Of March, 1922 |
lt my office In the City Of New Orleans,
State Of Louisiana.
The original is signed: Noel Arm
strong, % shares, per Esmond Phelps.
Agent; c. Vincent Armstrong, "a shares
per Charles K. Dunbar, Jr, Agent: John
Russ, 1 share.