The herald. [volume] (New Orleans, La.) 1905-1953, 1922-02-09
BUY
THE
BEST
CHARTER.

.
notice shall be given in the manner above
provided, which said notices shall be full
4 ana complete notice to all stockholders or
/ such meetings.
In the event no election takes place at
I the second meeting or if no second meet
ing shall be called or held. the Board
! then in office shall hold over until the
! next annual meeting or until their sue
cessors are duly elected and qualified.
| Any vacancy occurring IN said Board
/ of Directors, from any cause. shall be
| tllled by the remaining Directors. The
| Board of Directors may make such by
! laws rules and regulations as they may
| think proper for the transaction of the
| business and affairs of said corporation.
ana change, alter and amend the Sam,
| at pleasure and shall exercise all the
| powers of this corporation or may dele
| gate the same TO one or more officers
| or directors or employees at its pleasure;
| appoint and fix salaries of all officers.
! clerks and employees, not herein mentioned.
| the same TO change or dismiss ar pleasure:
fix the salaries of the officers provided
for herein; sell, convey, mortgage. pledge.
| lease and purchase rights, privileges.
| franchises, property, movable, immOvable
ana personal; borrow money, lend money.
issue notes and bonds; make contracts
| and sign or cause TO be signed by Of
| iicers or directors specially or generally
/ authorized by the Board of Directors all
! necessary acts, deeds. etc. and adopt a
| corporate seal, the same to change or
] diN'l VI ulSI'fliSc WIN At pressure. ana
| TO do all things which may be necessary
| TO be done in the management of said
| business and permitted by the laws ap-
| plicable TO corporations.
Any director may at any time give his
proxy or power of attorney in writing to
any other stakeholder. or any other MEM
| Der OF the Board Of Directors, to repre-
| hlm AT any or all meetings OF the Board
| of Directors. and in such cases the proxy.
whether held by another stakeholder or
al hal In
count for all the purposes as if said
! director were personally present.
The President may in his discretion call
meeting of the stockholders of this cor
Poration to determine whether or not the
directors then in office shall continue to
| serve as directors. Should majority
| of the stockholders in amount present or
represented at such meeting vote against
the then present directors or any of them
] continuing to serve as such, the stock
| holders shall thereupOn proceed to elect
! directors to take the places of those then
| In Office, and the directors thus elected
snail Immediately take their seats, and
! those who previously served and are not
reelected shall cease to be directors.
| ARTICLE Vino stakeholder shall be
| allowed to dispose of directly or indi-
| rectly in whole or in part or encumbeS
any of the shares Of stock held or owned
| by him without first giving written notice
| to the President and Secretary of this
| corporation OF the intention of such stock
| holder to do so, which notice shall state
the number of shares proposed to be sold
| or encountered and the price at which
| such stakeholder proposes to sell or the
amount of the encumbrance and whether
| or not he has received a bona fide offer
for any portion of the shares of stock
proposed to be sold. If such bona fide
offer has been made, the notice shall
state the highest price offered for said
! stock and the name of the person, Offer
ing the same. II the offer be in writing,
1t must accompany the notice.
The secretary shall thereupon transmit
to each stakeholder copy of such notice
certified by him to be correct. During
the twenty days subsequent to the said
notice to the said stockholders by the
4 Secretary, the other stockholders of this
corporation shall have the privilege and
option of purchasing the shares of stock
proposed to be sold at the price named
In such notice, or at the highest price
offered by any bona fide purchaser. If,
however, the prices above mentioned ex-
coed the value of such stock as shown
by the books Of this corporation at the
end of the fiscal year Immediately pre-
| ceding the notice, then and in that event
the stockholders shall have the privilege
and option of purchasing the shares of
| stock proposed to be sold at their book
value as herein stated. Should more than
| one stakeholder desire to purchase said
stock at such price. the shares Of stock
proposed to be sold shall be proper
tionately divided among such stockholders
as desire to purchase the same and give
notice to the Secretary to that effect prior
above provided for. IL none of the stock
holders elect to purchase the said stock
| within the time above provided. the stock
holder proposing to sell shall have the
privilege and is authorized to sell the stock
about which he has given notice ain
accordance with the terms and conditions
of the notice given by him, and not
otherwise.
80
| hereby prohibited from issuing certifi-
Gates Of stock sold contrary 10 or In con-
flict with the provision of this charter.
ARTICLE vIII-This charter may be
changed, modified or altered, or said cor
poration may be dissolved in the man
ner and by the majorities fixed by law
at any general meeting of the stock
holders of said corporation, convened for
such purpose after previous notice as
required by law shall have been given
| in the manner provided in Article vi OF
this charter.
But any and all meetings Of stockholders
whether for the purposes Of liquidation
or for any other purpose, may be held at
| any time without notice by unanimous
| consent Of all stockholders, In writing,
| filed with the Secretary.
ARTICLE IX.-Whenever this corpora
ton is dissolved. either by limitation or
| liquidated under the superintendent of
| two stockholders to be chosen for that
purpose by a majority in amount Of the
| stockholders present or represented at
| general meeting Of the stockholders AZ
| which the election Is held. Said COM
missioners shall remain in office until
| the affairs Of said corporation shall have
been fully liquidated. In case Of the
| death Of one Of said commissioners or OF
the refusal or inability OF one of them
to act the survivor shall continue to act
and may select another stakeholder in
| the place and stead of the commissioner
| who shall have ceased to act
| ARTICLE X.-The President may, In
his discretion. and shall, upon the written
request of twenty-five per cent Of the
| stockholders call n special meeting OF the
| stockholders OF this corporation.
| ARTICLE XI.-No stockhoIder shall
| ever be liable or responsible for the con-
| tracts or faults OF this corporation In any
| further sum than the unpaid balance due
to the Company on the shares owned by
or subscribed for by him; nor shall any
| informality in organization have the eff
feet Of rendering this charter null or void
or of exposing the stockholders to any
liability.
Thus done and passed at my o.
| the City OF New Orleans, on the day
month and year first above written in the
| presence of Messrs. Thos. j, Martin and
w. Mel. Fayssoux competent witnesses,
residing in this city, wins have hereunto
| signed their names with the appearers
and me. Notary, after due reading Of
the whole.
witnesses: Thos J. MartiA, W. Mel.