The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-06
CHARTER.

now or hereafter existing, shall be ex-
ercised by the board of directors Of this
corporation. The power here granted shall
include the right to sell the corporation,
to merge the same with any other cor
poratiOn. to fix the price Of such sale or
the terms of such merger, and to receive
In payment or satisfaction thereof,
moneys, shares of stock, or obligations OF
the purchaser or merging corporation as
in the judgment OF the board Of directors
shall be determined. Any action taken by
the board regarding the sale or merger of
this corporation shall be determined by
the number of shares voting and not by
the number Of directors, and il shall not
be adopted unless four fifths Of the whole
stock of the corporation have Deen voted
through said directors In the affirmative.
Any member of the board of directors
may be represented at a meeting by a
written proxy to stakeholder OF the cor
pOration.
The board Of directors shall be COM
posed of not less than three and not
more than five khOlders, as shall be
determined by the first board of directors.
The power to increase its membership
here expressly conferred upon the first
board Of directors having been exercised
by ii, shall not hereafter be used and any
further change in this provision shall be
made by the stockholders. The first board
OF directors shall be composed of the fol-
lowing subscribers to this charter:
Charles e. COwles, New Orleans, Louis
lana; &. Z. Judkins, New Orleans, Louisi-
ana; j. Henry Warner, New Orleans,
Louisiana, who shall respectively hold
the office Of president, yice-president and
secretary treasurer, and shall continue in
said Offices until their successors are
elected and qualified.
The board of directors may separate the
office of secretary-treasurer, and fill
either OF said trusts by a person not a
stockholder. 1t may provide, also, for ad-
ditiOnal yice-presidents and I'LL the said
positions. The board OF directors and the
officers of this corporation shall be stock
holders unless otherwise provided herein.
meeting of the stockholders of the
corporation shall be held on the fourth
Wednesday in July Of each year for the
election of the board of directors and for
such other business as may come before
II. Special meetings Of stockholders may
be held at any time by order of the presi-
dent, the board OF directors of of any
stakeholder. Written notice of the annual
meeting shall be given by the secretary at
least fifteen days prior to the date here
OF. addressed and mailed to the last re-
gistered address of the stockholders, and
in default. to the address contained in
the current city directory; and two days
notice shall be sufficient for all special
meetings of such stockholders.
Each board, after its election, shall,
Immediately, from its number. choose the
officers of this corporation, except. II the
board has separated the office of secre
tary-treasurer, one OF said offices may be
filled by person not stakeholder or
director.
Elections shall be by ballot unless
waived by unanimous consent. and two
commissioners shall be appointed by the
board of directors to supervise the said
election. At all meetings of the stock
holders the vote shall be viva vOce, but
any stakeholder may require vote TO be
by ballot.
At all meetings. each stakeholder shall
be entitled to one vote for each share
standing In his name on the books of the
corporation at the date of the meeting,
and such vote may be cast in person or
by proxy. and such proxy may be letter
granting the same. majority Of the
votes cast shall elect or decide all qucs-
lions before the meeting.
Failure to hold elections or to elect a
board of directors shall not affect or dis
solve the corporation, nor impair its man
agement in any respect, and the dir
ectOrs then in office shall continue to hold
office until their successors are elected
and qualified.
Vacancies on the board Of directors,
hOwsoever caused. shall be filled by the
board for the remainder of the term, even
though it Is by less than a quorum.
ARTICLE VI-This charter may be
amended. altered or modified or the cor
poratiOn dissolved. and the capital may be
increased or decreased ut meeting OF
the stockholders duly called therefor. all
as provided by the laws of the State of
Louisiana now or hereafter to he enacted.
In case Of liquidation of this corpora
ton. 1t shall be liquidated by two com
miSSiOners to be chosen by the stock
holders.
ARTICLE Vino stakeholder shall
ever be held liable for the contracts or
faults of the corporation in any further
sum than the unpaid balance due the cor
pOratiOn on the stock owned by him. nor
shall any mere infOrmality in it's organi-
ZatiOn have the effect of rendering this
charter null or OF exposing the stock
holders to any liability beyond the amount
due and unpaid on his stock.
ARTICLE VIII-Wherever notice is
required by law or by this charter. the
same may be waived by unanimous con-
sent of the board OF directors or the
stockholders, as the case may be, and
such waiver shall be entered on the min
utes Of the meeting to which Ii applies.
ARTICLE IX-The subscribers to this
charter have written opposite their re-
spective names the amount of stock in
this corporation subscribed by them SO
that this charter may serve as the origi-
nal subscription list of the corporation.
and they have stated their post office
addresses. as required by law.
Thus done and passed in my office on
the presence Of the undersigned witnesses,
of full age. residents of New Orleans, La.
who have hereunto signed their names
with the said appearers and me, notary,
after due reading of the whole.
Witnesses: Q) A. +. Fandal, ~ f. NJ.
Robert
(ORIGINAL SIGNED:
ChaS. G.. COwles, New Orleans, La, 200
shares, $4,000: c. p. Judkins. New Or
leans. La, 500 shares, $4,000: J. Henry
Warner, New Orleans, La, so shares,
5000.
SCOTT f. BEER
(SealJ: Notary Public
/. the undersigned, Recorder of Mort
cages, in and for the Parish Of Orleans.
State of Louisiana, do hereby certify that
the above and foregoing Act of Incorpora-
ton of the Kohlmann Bros. & Sugarman
Inc. was this day recorded in my office
in Book 1868. folio 375.
New Orleans, May Both, 1922.
(Signed): ROBT SCOTT.
Deputy Recorder
i. the undersigned notary public here
certify that the above and foregoing Is
a true and correct copy Of the charter
of Kohlmann Bros. & Sugarman, Inc, OF
recod in my current notarial records. to-
gether with the signatures Of the subScri-
bers thereto and the certificate Of the
Recarder Of Mortgages tLereunto ap-
pended.
In faith whereof. I here sign my name
and affix my seal Of office this LIST day
of June, 1922.
SCOTT f. BEER
(SeaD: Notary Public
June S-July 13.
CHARTER OF THE REALTY DEVELOP