The herald. [volume] (New Orleans, La.) 1905-1953, 1922-02-02
CHARTER.


may be issued at not less than par for
labor done or property actually received
by the corporation.
This corporation shall become a going
concern and be authorized to do business
as soon as all of its capital stock shall
have been subscribed and paid for.
The amount to which the capital stock
Of tbs corporation may be Increased
shall be the sum of Five Hundred Thou
sand Dollars $500, 000.O0
No stakeholder shall have the right to
sell or otherwise dispose of any stock
of this corporation without first offering
the same in writing to the Board OF
Directors OF this corporation, through its
President, which Board shall have ten
(lO) days within which TO accept or re
fuse the offer. but said board of direc-
tors shall have the right to purchase any
stock so offered or any part thereof
at its book value irrespective of what
price may have been offered for said
directors fail to avail itself of said
privilege within said period of time, the
said stock may be offered and sold to
any other person or persons.
ARTICLE V.-All of the corporate powers
OF this corporation shall be vested in
and exercised by a Board of Directors.
composed of five 90 stockholders, three
90 OF whom shall constitute a quorum.
Said directors shall be elected annually
on the first Monday in March of each
year at a general meeting OF the STOCK
holders. except the first board of direc
tors appointed in this charter, who shall
hold their offices until the first Monday
in March, 1928, or until their successors
shall have been duly elected and qualified.
All such elections shall he held by ballot
and conducted at the office of the cor
pOration under the supervision of two
(2) commissioners to belappointed by the
board of directors. Notice Of such meet
ings and of all other stockholders meet
i'm hall hA fsiN ~ - m
scribed by law. and when not so pre-
scribed. then written notice of such meet
ings shall he designated. at least fifteen
05) days prior to the date Of such meet
ing. in the post office of the City of
New Orleans. postage prepaid, properly
addressed to each stakeholder Mt his last
known residence or place of business.
At all such elections and ut all cor
pOrate meetings every stakeholder shall
he entitled to one vote for each share of
stock standing in his name on the books
of the corporation, to be cast by him in
pc-SUn or by his written proxy, and a
ma iOrity of the votes east shall elect
ANY vacancy or vacancies occurring
among the directors by death, reSigna-
tiun or otherwise. shall he filled by cleo
tion for the uneXpired term by the re-
naming directors.
The failure to elect directors on the day
above specified shall not dissolve the
corporation. nor impair its corporate eX-
iStence or management, but the direc-
tors then in office shall remain in office
until their successors are elected and
qralified.
The board of directors shall. annually,
1T its first meeting after election, elect
from its own number a President. one or
more Vice Presidents, a Secretary and a
Treasurer. or il may elect one person who
shall Ic both Secretary and Treasurer.
who need not be a member of the board
OF directors The board of directors may
also elect one or more assistant secre
y .;tI,, g -hnYf hA rrar har
/ of the board or stockholders in this cor
| pOratiOn. The board of directors shall
| have power and authority to name and
appoint all such other officers, agents and
| employees as may be deemed necessary
/ for the purposes and business of this
/ corporation. Said board shall have power
/ and authority to fix the compensation and
/ define the duties of every officer ana EN-
ployce. and all officers and employees
/ shall hold office and employment at the
pleasure of said board.
! Said board may make and establish, as
well as alter and amend. any and al
bylaws, rules and regulations necessary
| and proper in its Judgment for the con
duct support and management of the bust
ness and affairs of said corporation.
At all meetings of said board OF direc
tors each director shall have the RICH
TO appoint from amongst the directors
proxy to act in his place and stead.
The said board shall have full powe
| and authority to borrow money, execute
mortgages and create liens to issue bonds
notes ond other obligations. and to sc
cure the same by mortgage. pledge o
otherwise: and. generally, to exercise al
the corporate powers and to do any an
all things reasonable. convenient and nee
essary for the proper carrying on or Tn
business and affairs of said corporation
Said board may issue full paid share
Il of stock for cash or in payment OF labo
done and performed for said corporation
or property actually received by said cor
pOratiOn, upon complying win the lorhal
tiles required by law.
ARTICLE VI-Whenever this corpora
ton shall be dissolved, either by limlfa
tion or from any other cause. its AFFAIR
shall be liquidated by two (2) commits
sioners to be appointed from amongst tn
stockholders at a general meeting of tn
stockholders convened for such purpose
two thirds in amount of the capital stoc
of said corporation represented at sue
. meeting shall be necessary to elect. Sal
! commissioners shall remain in office unit
|, the affairs Of said corporation shall !
fully lduidated. In case of the death
one or more Of the commissioners. "a
vacancy or vacancies shall be filled
election by the surviving commissioner
. Said commissioners shall hold all power
conferred upon them by law or by Il
stockholders at such meeting, IL not Il
consistent with law.
ARTICLE Vino stakeholder sha
ever be held liable or responsible for q
contracts. faults or debts of said corpor
ton in any further sum than the unpa
: balance. IL any. due the corporation
v the shares of stock owned by him, m
h shall any mere informality in organic
r tion have the effect of rendering tn
d charter null or OF exposing st0ckhold
Il to any liability beyond the unpaid balanc
e Il any, remaining due on his or
= stock.
l. ARTICLE yIII.-This Act of Incorpor
It ton may be changed. modified or amende
4. or the Capital Stock Of this corporate
II NAV be increased or decreased, or sa
/ CORPORATION may be dissolved in the ma
!, ner now or hereafter provided by la
p ARTICLE IX-The following shall GO
stitute the first Board of Directors of n
e corporation: Mr.. J. l.. Onorato, New
n leans. La: Mr.. X. w. Wilmot, New
y leans, La; Mr.. c. p. Ellis, New Orlear
le La: Mr.. Hugh McCloskey, New OrleaI
e La: Mr. X. s. Hecht. New Orleans: La
q, and the following shall be the office
0, of the company: Mr.. J. l.. Onorato, Pre-
a dent; Mr.. r.. W. Wilmot. yice-Presiden
and Mr.. III. C. Nomayer. Secretary a
?. Treasurer.
ia The subscribers to the capital stock
IN said corporation and their respective a
ID dresses are: J. l.. Onorato, 343 Caro-
e delet Street New Orleans. La. share
y e p. Ellis. Hibernia Bank building, N
r Orleans, La. shares; Hugh McClosk'
4I6 Magazine Street. New Orleans, Il
Is shares; r. w. Wilmot. Hibernia Ia
n Building New Orleans La, shares
.e s. Hecht. Hibernia Bank Building, n
te Orleans, La. shares: ]. Il. Onora
IN Trustee. 343 Carondelet Street, New
!. leans La, 20 shares.
II. - cr1hc