The herald., 1922-12-14
CHARTER

composed of not less than nor more
| than directors, each of whom shall own
at least one share of the common stock
| The precise number Of directors within
! the limits above stated shall be fixed at
! the annual meeting OF the stockholders
or at special meeting called for that
| purpose; provided that in the interval
| between stockholders meetings the board
| itself may elect additional directors with
| in the maximum number above provided
| if the stockholders shall not have elected
| the same. The majority Of the board shall
constitute a quorum. The said board Of
| directors shall be elected annually at a
| meeting of the stockholders to be held an
nually on the third Wednesday Of Jan
| nary of each year. beginning with the
year 1923, Tor the next legal day if that
| day be n holiday after notice given to
each stakeholder by mail at least fifteen
days before the date of the meeting ad-
dressed to the last designated address of
| the stakeholder, or IL he or she has desg-
nate no address, then to the General De
| livery, New Orleans. Special meetings of
the stockholders may be called by the
board at any time and notice thereof shall
! be given in the manner provided for an
nual meetings: provided that in all eases
all notices may be waived by unanimous
consent. Each holder Of common stock
shall be entitled TO one vote for each
share of common stock standing in his
name on the books of the corporation.
said vote to be cast In person or by
proxy and a majority of the votes cast
the day above specified shall not dissolve
the corporation but the directors then in
office shall remain in office until their sue
cessors are elected. The board of direc-
tors shall have power to fill all vacancies
which may occur or in any manner may
arise or be created on the board, even
though no quorum remain at the time
such vacancies are to be filed. The board
shall elect from their number a president.
vice president and n secretary-treaSurer:
provided that from time to time the board
may dispense with any Of said officers
and /or separate any of them and Ior may
elect such other officers as they may
think proper or convenient for the carry
ing on of the company's business, and
may provide that such officers may not
be members of the board of directors;
and they shall fix the salaries of the Of
tcers, agents and employees. At any
meeting of the boar of directors, any
director absent from the meeting may be
represented by another director who may
east the votes of the absent director ac
cording to the written instructions, either
general or special, of said absent direc-
tors. The board of directors shall
have authority to make and establish,
laws, rules and regulations necessary
and proper for the support and manage
ment of the business and affairs of this
corporation and not inconsistent with
this charter; and they shall have power
to authorize the borrowing of money and
the issuance of notes and the execution of
pledges and mortgages, and generally TO
do all things necessary or convenient for
the proper carrying on of the business OF
the corporation. ntil the general meet
ing of the stockholders for election of the
directors. to be held in 1923. or until duly
qualified successors are elected and quail
fed. the board of directors shall be com
posed Of the following: Frank Il. Hayne,
address. New Orleans, La; r. II. Down
man. address, New Orleans. La; John
II. Bernhard. address. New Orleans. La;
Paul F. Jahncke. address. New Orleans
La; Hugh f. Vincent address. New Or
leans. La. provided that the board above
named and any succeeding board may
choose additional directors within the to-
tai numerical limit of the board whenever
such total limit shall have been filled by
the directors. OF the foregoing directors
John II. Bernhard shall be president;
Frank r. Hayne. vicepresident; Paul F.
Jahncke. treasurer and Hugh E. Vincent,
secretary.
ARTICLE vIII-This charter or act of
incorporation may be changed, modified.
altered amended by and with the con-
sent of two-thirds Of all the stock present
at any meeting. general special. held
for that purpose; and such amendments
may be material or immaterial subject
only to limitations as may be by law
provided: and this corporation shall have
the power to increase or decrease its capt.
tai stock as hereinbefore set out and any
increase in capital stock in excess of the
amount named herein as the amount to
by a three-fourths vote Of all outstanding
stock.
ARTICLE IX-Notice Of any and all
meetings referred to in this charter or
required by law, shall be given in the
manner provided for giving notice in case
Of elections. unless the same shall have
been waived.
ARTICLE KIN case Of dissolution.
liquidation or termination of this charter
hy limitation or otherwise. the affairs Of
hn ehnn h. H1rs IaNA hx.A N
or more liQuidators elected by the stock
holders. who may provide the number Of
said hquidators, and vest them with
such power and authority as may be by
law be permitted. fix the terms and con-
ditions upon which they shall serve. and
their compensation and provide that in
case of death or disability of any one OF
said liduidators. the remaining liquidators
may fill the vacancy or continue to act on
behalf of the corporation.
ARTICLE XI-No stakeholder shall be
liable or responsible for any costs. con-
tracts. debts or faults of the corporation.
or Of any Of its officers. nor shall any
mere informality In organization have the
effect of rendering this charter null and
void. or of exposing any stockholders TO
any liability beyond the unpaid balance
due on the stock held by him.
ARTICLE XII-The subscribers hereto
number of shares subscribed by each of
them, and their post office addresses, so
that this charter may serve as the sub
scription list Of the corporation; all Of
which subscriptions are payable in the
manner and form set out herein.
Thus done and passed at my office in
the City of New Orleans, Louisiana. on
the day and in the month and year herein
first above written. in the presence of J.
Blanc Monroe and Ralph J. Schwarz COM |
petSnt witnesses. who have hereunto
signed their names with the said appearers
and me. notary. after reading of the
whole.
Witnesses: J. Blanc Monroe, Ralph J.
Schwarz.
(ORIGINAL SIGNED)
Frank B. Hayne. 1856 shares. Frank =.
Hayne, SO shares, New Orleans. La; r.
IT. Downman, 81 shares, r. II. bowman,
% shares. New Orleans, La; Hugh u.
Vincent. % shares, Hugh f. Vincent. III
shares New Orleans, La: John II. Bern |
hard. $50 shares New Orleans. La; Paul
F. Jahncke, per Walter f. Jahncke. New |
Orles ms. La. IS shares; Paul F. Jahncke, |
per Walter F. Jahncke. New Orleans, La,
IL shares
(SeaD WILLIAM J. GUSTE.
Notary Public. |
Nov. 16-Dec. 81.
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