The herald. [volume] (New Orleans, La.) 1905-1953, 1922-07-13
CHARTER.

prior 10 Ine GATE or Sucn meeting (un-
less shorter time is herein otherwise
provided. or unless the parties waive
such notice., or by publication at least
three times during the. fifteen days next
newspaper published at the city of New
! Orleans. At such meeting 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, for the election of direc-
tors or other purposes. Said vote may
he east in person or by written or tele-
graphic proxy, and the majority of the
votes cast shall elect. The Board of
Directors shall have power to I'LL all
vacancies that may occur in The Board
quest of the holders Of ten per cent
! uOG6) of the outstanding common stock
a special meeting may be called, and
| shall upon request of the holders of
stock be called for the purpose Of filling
/ the vacancy thus created. whether the
same has been temporarily filled by the
/ Board Of Directors or not. and at such
| meeting such vacancy may he filled by
| the vote of holders Of common stock.
and the director elected by the board to
fill such vacancy shall thercupou ipSO
facto cease to be- a director Of the cor
/ pOration, and the director elected AT such
/ special meeting shall I'LL the vacancy
thus created. Failure to elect the dircc-
tors at the time and in the manner pro
, vidcd herein shall not dissolve this cor
pOration. but the directors then in
office shall remain in office until their
successors are elected and qualified.
ARTICLE VI The Board Of Direc-
tors shall within thirty HayS following
! an annual election elect from among
their number a President. one or more
| Vice Presidents giving the latter such
respective rank as they may determine :;
they shall also elect a Secretary and Il
Treasurer, who may or may not he a
stakeholder or director: they may also
elect or appoint any other or additional
N,Fs.. ~
and shall have the power. in their dis
erection. TO unite any two or more offices.
In furthcTance and not in limitation of
the general powers granted 10y this
charter and by the law TO the Board Of
Directors to administer and conduct the
affairs Of the corporation, the Board of
Directors shall have the power and au-
thority To make, alter and amend by
laws. rules and regulations that IL NAV
deem necessary, not inconsistent with
this charter or with tn" law; to employ
and discharge all officers agents and
employees, aud to fix their compensa-
ton: to execute bonds mortgages. notes.
pledges and other forms of obligations
herein provided. In such amounts and
| on such terms and on such conditions
as they may determine: 10 borrow
money and to secure the same, as they
may deem necessary: to issue ana de-
liver full paid shares Of stock or bonds
; of this corporation. for property. ser
vices or rights acquired. and generally IN
do any and all acts not prohibited bv
law or limited by this charter. which
, in their discretion they NAV deem nee
essarv proper for the furtherance of
and incident to the business carried on
, by the corporation.
The Board Of Directors shall have
mower and authority ut the conclusion
, Of each fiscal year to divide among and
to pay to such officers of the cornor-
alton and in such promotions as they
NAV determine. in their unrestricted
discretion. sum not exceeding total
OF thirty per cent (30cSl of the net
! profits Of the corporation for such year
in excess of five per cent (11C) on the
outstanding common stock. plus six pei
: cent &C., on the outstanding preferred
, stock. which sum 50 paid ia such officers
shall he considered as additional com
. pensatiOn.
! The Board Of Directors shall have
power and authority. through its Presi
, dent or other authorized agents or rem
I rpsentatives. to do any and all thing
. hereinahove provided. or necessary oi
= proper in the carrying on OF its business
D Ii shall he the duty of the Board 81
Directors to fix and determine by ap
| praisal the valne of the shares Of com
mon stock of the corporation semi
: nary and July in each year, and t.
d enter such appraised value. so fixed anr
. determined as of the dates aforesaid
D in the records of the cornoration within
- thirty days after such dates respective
p w. The aforesaid apDraised value shall
r he fixed and determined in conformity
= with any approved accounting Dractice
- such valuation shall be for the infOrma
A ton of stockholders. and NAV in tn
= discretion Of the Board of Directors h'
. fixed on such basis as the Board o
4 Directors may determine.
" The majority of the directors. as theI
$ existing shall constitute n quorum 10
= the transaction of business at any meet
n ing Of the Board of Directors. Should
r any director be absent. such absen
q director NAV he represented NV anothe
a m
" absent director i'm accordance with tn
: written or tcleGraphic instructions. gen
4 eraI or special. given by the absen
Q director.
. The first Board 81 Directors shall h
= composed Of the following: J. X. New
= man. p. II. Saunders. l.. Carroll Root
: H. T.. Falk, Harry Hardie. with officer
= as follows: ]. X Newman. President
e Up. II. Saunders. Vice President; L. Car
!, roll Root Vice President: III. L. Falk
y Secretary: Harry Hardie Treasurer. an
; these directors and officers shall hol
. their office until the next annual election
!, to he held under this charter or unit
\ their successors shall have been electe'
n and qualified.
d ARTICLE VII. This act Of incorpor
; | alton may he amended, modified or ri
tered. in material or immaterial respects
>, and the corporation may he dissolve
~ or liduidated and its stock decreased
A with the assent of the holders OF two
>, thirds OF the entire outstanding stock q
- | all classes represented Mt a general meet
= ing of the stockholders convened fo
: such purpose. after giving notice In sue
= | manner as herein provided for notice q
" annual election. or as may be require
g by law.
> ARTICLE VIII Whenever this cor
y poration shall be dissolved or liquidate
, for any cause. it's affairs shall be liaui
V dated by three liquidatOrs. to be az
II pointed from among the stockholders q
q general meeting of the stockholder
70 convened for that purpose, at whlc
l. meeting each share Of stock Of whatevs
" class shall be entitled to one vote, J
person or by written or telegraph
= proxy. Such liquidators shall have 4
d authority which the stockholders elect
% ing them may confer upon them, Q
m which they may be given by law. an
70 shall have full right, power and au
a | thoritv to sell dispose Of and transfe
y | all the assets of the corporation, an
: TO distribute the proceeds thereof: pro
n yided however. that unless otherwls
n agreed by the stockholders, the proI
Il erty and assets of the corporation shal
n so far as practicable. in the event
At dissolution or liquidation. be distribute
e among the common stockholders in KIM
to In the event of the death, disability
A resignation of any one more of n
< liduidators the surviving nquidatoi
AZ NAV fill the vacancy or vacancies: pr
m yided however. that the right to fill sue
"A vacancy or vacancies may he exercise
IN nv the holders of two-thirdS OF II
70 total outstanding stock of the corpor'
n, ton of all classes at meeting calle
X for that purpose on the request or u
70 holders Of not less than ten per COZ
IN 1Oc,l of the total outstanding stoc
IT should any liqudator or hquidatoi
cd nv