The herald. [volume] (New Orleans, La.) 1905-1953, 1922-08-24
CHARTER.

same shall be given the estate within
ninety days, and the transaction con-
summated within one year after said
Irbys death.
ca Certificates OF stock TO have in
body or on face a reference to this
particular article of the charter.
4th Article V is amended so as 10
incorporate and substitute therein the
following provisions to-wit:
ARTICLE V. The date of the an
nual meetings Of this corporation shall
be January 25 of each year, in lieu
In addition to the officers presently
provided for. there shall be an addi-
tlOnal officer TO be known as Chairman
of the Board, and the Board of Direc-
tors shall have the power to establish
and create other officers of the cor
poration: There shall not he given any
notice by publication, as heretofore
provided; but in lieu of such notice
and of the provisions regarding notice,
any and all notices TO be given under
the charter or under the law shall be
delivered in person or sent by regis
tered mail not less than five days be-
fore any such meeting, and any meet
ing may be adjourned to a subsequent
date and the same held on the adj
journed date without further notice.
Voting at all meetings shall be viva
VoCe instead of by ballot, unless
vote by ballot is required by the stock
holders attending such meeting.
All restrictions on the power or the
| Board of Directors TO bOrroy money
and mortgage the property of the com
pany are eliminated and removed, and
| all the corporate powers of the cOrpOr-
alton shall be vested in the said Board
| Of Directors. TO be exercised by il
without reservation or restriction what
soever. The Board of Directors may
| sell the corporation. consolidate or
| merge it with any other corporation,
| and jor sell and transfer the corporate
property in whole or in part to a new
| corporation created for that purpose,
| or to any other corporation or person.
| upon such terms and conditions as to
price and method OF payment, whether
/ cash, bonds, stock of the purchasing
! or merging corporation, as may be de-
( teTmined by the Board of Directors.
! The power here conferred upon the
| Board of Directors shall be exercised
! by majority vote in all cases, except
| the sale or mortgage of the real prop
| erty of the corporation, or of the entire
| corporate holdings; and in that in
stance the power shall he exercised by
! the board only as and when majority
| of the capital stock issued and out
! standing is held by the members of
| said Board of Directors. unless they
! have been specially authorized by a
majority of stockholders so to act, all
| of which shall be made to appear in
/ the minutes of the meeting of the
| Board of Directors concerning the sub
| jeCt matter. Should the Board of
| Directors not hold or possess the ma
| jority of the stock aforesaid, or not
| have been specially authorized by such
| majority to vote for such sale and Tor
| mortgage or purchase or merger. then
| those questions shall be decided by the
| majority of stockholders at a meeting
| convened for that purpose, as hereto
| fore provided in this charter and the
| amendments thereto.
5th. Said charter is further amended
! by adding thereto a new article, to be
known as Article IN and to read as
! follows:
| ARTICLE IN. Any and all notices
| required by this charter or by any
law of Louisiana now or hereafter pro-
vided. whether as to meetings of stock
holders or of the Board of Directors,
may be waived by the unanimous con-
sent of the stockholders or the Board
waiver to be entered upon the minutes
of the meeting to which the same
applies.
otn. Save and except as herein
amended, the said original charter OF
the corporation shall remain in full
| force and effect
And said appearers have required me
Notary, to cause this amendment To
said charter to be duly recorded, pub
lished and filed as required by law
to the end that the same may be oper-
ative and binding on all persons who
are now or may hereafter become
stockholders OF said corporation, to be
otherwise interested therein or affect
ed thereby.
Thus done and signed at my office
| in New Orleans, on the day, month
and year herein first above written
in the presence of Louis c. Guidry and
| H. G.. Price, competent witnesses, whC
have hereunto signed their names witt
the said appearers and me, Notary
after reading of the whole.
Original signed: George A. Villere
President: George w. Gum. Secretary
Witnesses: Louis c. Guidry, II. G
: Price.
HENRY Z. DART, JR..
Notary Public.
I certify that this is correct cop!
of the original act of amendments 4
charter of the Cloverlands Dairy Com
pany passed before me on the 27tl
day of July. 1922, the original of which
is on file in my notarial archives.
New Orleans La. July %. 1922.
HENRY Z. DART, JR..
Notary Public.
Aug. 3-Sept.7