The herald. [volume] (New Orleans, La.) 1905-1953, 1922-04-13
CHARTER.

ARTICLE ". The capital stock of
this corporation is hereby fixed at the
sum of Twenty-Five Thousand Dollars
(S25 O00.O0), divided into and represented
by two hundred and fifty shares of stock.
of the par value of One Hundred Dol
lars (S10O.00) each. Said stock may be
issued full paid and worcestershire, for
cash or property, real or personal, or for
services rendered. Any increase of cap
ital stock hereafter made may be ISSUED
for cash or the acquisition of property,
insurance agencies or businesses, or
other rights to be acquired by the cor
labor performed. The capital stock may
be increased to Fifty Thousand Dollars
1850. 100000.
No stock shall be sod or transferred
until an opportunity is first afforded all
other stockholders of record to purchase
said shares of stock at book value as
shown by the inventory preceding such
notice. Written notice shall be gwen
by the owner to the Board of Directors
for the use and bepeht of such other
stockholders; il shall be transmitted
without delay by the Board to them, and
must be accepted within thirty days
from receipt of the Boards notice and
paid for in cash within ninety days from
such notice. The stockholders shall have
the right to buy said shares in proper
ton to their holdings, and any shares
not taken in proportion may be taken
by the other shareholders. Failure OF
the stockholders to buy shall by the mere
expiration of the time limit release the
stockholders from the effect of this pro-
vision.
No stock shall be held in this cor
poration by employees, who are not ofh,
GERS except such as has been subscribed
for in this charter, or which may ne
transferred with the consent of the Board
of Directors to such employees at the
time of or during employment. When
/ nmnlOVmpnt
death, resignation, dismissal or other
wise. the Board of Directors shall call
the stock of that person for transfer 10
| the other stockholders, as provided in
| this charter; but the price to be PAID
shall be book value as per inventory last
preceding such call: the said price shall
| be paid in cash within sixty days from
| such call. No stock held or controlled
! by such employees shall participate in
any new stock hereafter authorized and
issued. or in any stock hereafter to be
issued when sold under the preceding
| provisions unless with the consent or
the Board of Directors expressed by res
olutiOns entered on the minutes. For
the purposes of this article, the ihven-
| tory and books shall be closed as of juno
3Oth and December 31st, in each year.
from and after December 31st, 1922. The
| substance of the foregoing provisions
[ shall be stated briefly and succinctly In
or on the face of each certificate of stock,
notice to all persons dealing Herewith
The Board of Directors is hereby con
stituted the agent of the stockholders
for the purpose of enforcing and carry
ing out the foregoing provisions.
| ARTICLE V. All of the corporate
powers vested by law or this charter
in corporations shall be exercised by the
Board of Directors of this corporation
including the right to manage. control
and direct the affairs of the corporation
| call Nhn nnr
poration or merge the same into another
corporation, and to take in payment OF
any such sale of merger, cash, bonds
notes or stock of the purchasing OF
merging corporation, or of a new cor
poration, created for the purpose, with
out the necessity of referring either OF
any of said acts to the stockholders.
TIL Board of Directors of this corpor-
alton shall be composed of four stock
holders. who shall be elected annually. or
the first Tuesday of February, of each
year. The first Board of Directors Of
this corporation shall be composed OF
Peter F. Pescud. Edward L. Sarrat
James FernOn and Linden F. Braud, who
shall hold office until the next annua
meeting on the first Tuesday of Febru
ary. 1923. with Peter F. Pescud as Pres
ident James Fernon as Vice-President
Linden F. Brand as Secretary, and Ed
ward L. Sarrat as Treasurer. The cleo
ton Of the Board of Directors shall h
preceded by three days written notice
to the stockholders delivered in person
or sent by mail to the address given II
the current city directory, unless tn
address of such stakeholder shall hav'
been registered with the Secretary. ant
in default of either, care of General De
livery, New Orleans, La. The election
shall be held at the office of the cor
poration at such hour as may be fixe'
by the incumbent Board of Director
and under the supervision of three q
commissioners appointed by the same
At such election each stakeholder shall
be entitled to one vote for each shar
Of the capital stock held by him, ant
=. the persons receiving the highest mum
Der of votes cast at said election shall
be declared elected. and the> Board o
Directors thus elected shall meet ant
organize as soon after said election a
possible. A majority Of the whole Boar,
shall constitute a quorum, and Direc
tors absent or unable to attend ma!
authorize directors present to represen
them by written proxy filed with tn
Secretary. and with all the powers sucl
absentees could exercise IL present II
person.
All routine business matters shall b
decided by the majority vote of tn
quorum present at such meeting. not
withstanding anything in this charte
or the law to the contrary; but any mat
I ter or thing affecting the general policy
, poration shall be adopted only by tn
vote of the majority of stock held b,
the individual members Of the Who'll
Board Of Directors, and proper minut
entries shall be made to show these facts
! The Board of Directors may establish
bylaws. rules and regulations for tn
, government of the corporation, and
may also create committees for the man
= agement of the several departments o
: its business, including an Executiv
Committee Of not less than three g
members of the Board, which committe
} shall be empowered to exercise all tn
) functions of the Board of Directors dur
= ing the recess of this Board, save thos
herein reserved for the full Board. TIL
! Board of Directors shall fill vacancie
r occurring in this body during the teri
thereof Meetings of the Board Of Direc
Q tors may be held at such times as sha
be set by the Board itself or at the ca
$ of the President and at the request O
r any two stockholders.
ARTICLE VI This charter may b
{ amended and the capital stock increase
:. and decreased with the consent Of two
thirds of all of its stock expressed q
meeting called for that purpose. or i
= any other way permitted by law.
{ ARTICLE VII. This charter may b
e dissolved with the consent of two-third
0 of the issued and outstanding capita
e stock expressed at a meeting called 70
D that purpose or in any way permitte
:, by law Upon the dissolution of tn
: corporation by limitation or otherwise
(; the stockholders shall elect from anon
= their number one or more iquidator:
r and fix the terms. conditions and othe