The herald., 1922-09-28
CHARTER.

r management Of the business and affairs {
e this corporation, and said board of dreC
o tors. which is hereby clothed With all {
y the corporate powers of this corporation
= shall have full power and authority
e. borrow money and to execute mortgage
J. and pledges and create liens; to issu
d bonds, notes and other obligations, and t
= secure same by mortgage and /OrpledGe o
e otherwise and generally to do any an
Q all things reasonable. convenient or neceS
: sary for the proper conduct of the bust
= ness and affairs Of this corporation; ant
in its discretion, the board OF director
= may create and select an executive com
= mittee TO be composed of not less thai
n three 90 of its own members, 10 whicl
D committee the board of directors ma.
8 grant all or any of its powers TO be eN
J. ercSed during the interim between meet
ings of the board of directors itself.
A director of this corporation shall no
be disqualified by his office from dealins
or contrasting with the corporation ethel
as vendor, purchaser or otherwise, moi
shall any transaction or contract of this
corporation be void or vOidabe by reason
OF the fact that any director or any irH
, OF which any director is member, or any
corporation of which any director is a
shareholder or director, is in any way in
tcrcSted in such transaction or contract
provided that such transaction or con
tract is or shall be authorized, ratified or
approved either % by vote of a majority
of a quorum Of the board Of directors or
Of the executive committee without count
ing in such majority or quorum any di-
| rector so interested members of a firm
so interested or a shareholder or director
| OF corporation so interested or (2) by
| a vote of a stockholders meeting Of the
| holders OF record of a majority Of all the
! outstanding shares of common stock Of
| the corporation or by writing writings
| signed by majority of such holders; nor
shall any diector be liable to account to
| the corporation for any profits realized
| by and from or through any such trans
I action
thoriZed, ratified or approved afore-
said by reason Of the fact that he any
firm Of which he is member. or any
corporation of which he is shareholder
or director, was interested in such trans
action or contract.
ARTICLE VI-This act OF incorporation
may be modified, changed, altered or
amended, or the capital stock Of this cor
porstion may be increased or decreased.
or this corporation may be dissolved with
the assent of two-thirds (2/3) OF the out
standing common stock of this corpora
ton expressed, given and obtained at
general meeting of such stockholders con-
vened for such purposes, or any of them.
after previous notice of such meeting shall |
have been given to each common stock |
holder by notice addressed to him at his |
last known place of residence, and de- |
posted in the mails of the United States
at least fifteen C5) days previous to the |
date Of said meeting, unless other notice |
for a meeting of such character be pre-
snail be given in conformity with law.
Whenever this corporation may be dis
solved, either by Limitation or from any
any other cause. its affairs shall be liqui-
GATED by three 90 commissioners to be
elected by the holders of the common
stock at meeting convened for said pur-
pose as above provided and after due no
tee; majority of said stock represented
at such meeting shall be requisite for |
the election of such commissioners Such
commissioners shall remain in office until
the affairs OF this corporation shall have
been fully Hquidated. In case of the death
or resignation of any one or more of said
commissioners, the vacancy or vacancies
shall be filled by the survivors or survi-
'or. In the event of any disagreement
among said commissioners, the action of 1
ARTICLE Vino stakeholder shall I
,ver be held liable for the contracts or
aults or defaults of this corporation in !
my further sum than the unpaid balance, {
I any, due the corporation on the shares | G
" stock owned by him; nor shall any 5
mere formality in organization have the I
Meet OF rendering this charter null or of S
Nposing a stakeholder to any liability 5
'eyond the unpaid amount remaining due t
IN his said stock a
ARTICLE VIII-The following shall $
onsutute the first board of directors of y
ms corporation: \. l.. Kempster. \. r. .
icCCard, ii. \. Ferrandou. Raoul Sere. !
r., Maurice ii. Rooney. Said board of II
irectors shall hold office until the third L
tuesday, in January. 1923. or until their o
uGcessors shall have been duly elected II
nd qualified. L
The subscribers to the capital stock of ,
MS corporation and their respective adj n
resSes are: A. L. Kempster, 42I Baronne i
ireet' New CLEANS, La; A. Il. McCoard A
Il haronne Street. New Orleans. La; II. e,
ans rerahaou' 81 Baronne Street, New Or r.
ans ans La. Raoul Sere, Jr.. Hibernia ST
ulIding. New Orleans, La: Maurice III nj
ooney, Hibernia Building, New Orleans NJ
a. ~ ~
The subscribers hereto have written h,
y, ,pV 30 Inelr respective names the num- h'
lr OF shares of capital stock in this cor b,
Dratlon SUBSCRIBED for by each of them. to
ld thls act of incorporation shall serve h,
'rporatiOn. 'Ai' an
Thus done and passed in nv Office In in
e City of New Orleans, on rho dax in
onth and year first above written in The III
essence of MesSrs. Justin V. Wolf and Sc
hho"ig 7. milling. competent witnesses. 10
no have hereunto signed their names IN
gether with said appearers and me, no, tn
ry' after due reading of the whole. Pc
(oRIGIANL SIGNED) va
A. L.. kempster. preferred stock. twenty No
e shares, S2,5O0.O0; A. L. Kempstcr. to
! n nn stock twenty-one shares, So IN
~ E "a, -, McCoard, one share. $4,000; st;
e share, $4,000. on
Witnesses: Justin V. Wolf. Iudwig n mi
llling ' iuu"is T. fiji
ORIGINAL SIGNED) nu
STAMPS FARRAR, ele
(SeaD Notorr p,h,,o of
L, the undersigned Recorder of Mort ic
ges In and for the Parish of Orleans be
ate OF Louisiana, do hereby certify that mr.
above and foregoing act of incornoras di,
3 TINS day duly recorded in nv Office or
n or New Orleans Public Service. Inc an,
- -''' 'olio - boz
< s Orleans, August IS. 1922. the
Sisheu) ROBT. SCOTT. an,
Deputy Recorder. the
!, the undersigned notary public. do an.
,eDy certify that the above and forepoe an!
is true and correct COPY of the char De
OF New Orleans Public Service. Inc ma
:Sed befoe me August IS. 1922. with the acc
tlhcate of the Recorder of Mortgagas gel
ached thereto of record and on file i'm Tor
office. " Hie III aut
'ew orleans, La, August 10. 1920 anf
Scan SAAMfS fARRAR, the
q % c.. M Notary Public mes
not
the
,pTr Dor
EN- OF THE CHIPLEY COTTON not