The herald., 1922-11-23
CHARTER

long as the shareholder demanding the
transfer Is in any way indebted 10 tne
corporation, and the corporation shall
have a lien, pledge and privilege on each
share of stock to secure any indebted
ness dine by the shareholder to the cor
poration. Should any of the stock Of
fered for sale be not desired by the other
stockholders, and should the corporation
itself be unwilling or unable to purchase
any Of the same out Of its undivided
profits and Ior surplus earnings. within
ten days after receipt OF the eorpora
vided for. then and then only shall the
stakeholder desiring to sell be entitied
to transfer such undesired portion or the
the price at which the written offer to
the other then stockholders and the cor
poration shall have been made. Notice
by reference to the provisions OF this
article shall be given upon the race OF
each certificate of stock issued by the
corporation. and shall be binding upon
every person now or hereafter becoming
stakeholder in this corporation all OF
and take such stock subject thereto; ana
all pledges, hypothecations or other IN
cumbrances of said stock or dealings
with regard thereto shall be SUBJECT 10
the provisions hereof.
ARTICLE V. All the powers OF this
corporation shall be vested in board
composed of not less than nine nor more
than eleven directors. The precise num-
shall be fixed from time to time by vote
of the stockholders at the annual meet
ing or at special meeting called ior
that purpose; provided that in the IN
terval between stockholders meetings the
board itself may elect additional direc-
tors within the maximum limit above
provided, If the stockholders shall not
have elected the same. A majority or
the board shall constitute quorum. Said
Board of Directors shall be elected an
nually at stockholders meeting to be
held annually at the office OF the cor
poration on the second Tuesday of May
of each year Cor the next legal day. If
that be a holiday. after notice given to
each stakeholder by mail at least fifteen
days before the date of the meeting, ad.
dressed to the last designated address Of
the stockholder, or IL he has designated
no address, to the General Delivery at
New Orleans. Special meetings OF the
stockholders may be called by the board
at any time and notice thereof shall ne
given in the manner provided for annual
meetings; provided that In all cases all
notice may be waived by unanimous con,
sent. Each shareholder shall be entitled
to one vote for each share Of stock stand
ing in his name on the books OF the
corporation, said vote to be cast in per-
son or by proxy, and majority OF the
directors on the day specified shall not
dissolve the corporation, but the direc-
tors then in office shall remain In office
until their successors are elected. Inc
fill all vacancies which may occur or in
any manner arise or be created on the
board, even though no quorum remain
at the time such vacancies are to be
filed. The board shall elect from their
number president, vice-president.
secretary, and a treasurer; provided that
from time to time the board may dis
pense with any of said officers, and or
may combine and -or separate any OF
them and or may elect such other off,
GERS as they may think proper or con-
venient for the carrying on of the COM
pany's business, and may provide provide. that at
the board or stockholders; and they
shall fix the salaries of the officers.
agents and employees. At any meeting
OF the Board of Directors any director
absent from the meeting may be repre-
sented by any other director, who may
cast the vote Of the absent director ac-
cording to the written instructions. either
general or special. of said absent director.
When authorized by vote Of at least
wo-thirds in amount of the stock Of the
company outstanding at the time, by
their consent In writing or by their az
irmative vote at a special meeting OF
the stockholders called for that purpose.
the directors Of the corporation by a
two-thirds vote shall have. the power to
sell, lease, assign, transfer. convey or
otherwise dispose of all Of the property,
alton as an entirety, upon such terms
and conditions and for such consider
atoms. whether in cash. bonds, stock in
in their discretion the directors may
deem advisable.
The Board of Directors shall have au-
thority to make and establish as well
as alter and amend all bylaws, rules
the support and management of the bust
ness and affairs Of this corporation and
not inconsistent with this charter; and
they shall have power to authorize the
he ~fnrr NJ and hn q N
notes and the execution of pledges and
mortgages, and generally to do all things
necessary or convenient for the proper
carrying on of the business Of the cor
poration.
Until a general meeting of the stock
holders for election of directors to be
held in 1923. or until their duly qualified
successors are elected and installed, the
Board Of Directors shall be composed of
the following:
A. Kaplan. Crowley. La; Albert Mackie,
Tchoupitoulas and Julia streets, New Or
leans, La; /. NJ. Lichtenstein, 922 Gravier
street. New Orleans. La; s. w. Lichten-
Ia Henry e. Gsmbe s sss Grs~ief sas
Gravier street. New Orleans, La; J. w.
Barkdull, 325 Baronne street New Or
leans, La. Z. A. @. Bright. New Orleans.
La; J. Blanc Monroe, lila Carondelet
building, New Orleans, La: Monte M.
Lemann, lila Carondelet building, New
orleans, La.
OF these, A. Kaplan shall be president
Albert Mackie, vice-president; /. NJ. Lich-
tenstein. secretary. and s. W. Lichten-
stein. treasurer.
ARTICLE vi. This act Of incorpor-
alton may be changed. modified or
amended, or the corporation dissolved.
by a vote Of two-thirds Of the entire
capital stock present or represented at
a general meeting Of the stockholders
convened for such purpose, after pre-
vious notice shall have been given In
the manner above required to be given
Of the annual meeting of the corporation;
shall be dissolved, either by limitation
or from any other cause. its affairs shall
be liquidated by three commissioners to
be appointed at the meeting OF stock
holders convened for the purpose of
liquidation, and to be elected by the
vote Of all the stockholders voting upon
a parity. Said liquidators shall remain
alton shall have been fully settled and
liquidated. and they shall have full
power and authority to transfer and give
title to all the property and assets of
the corporation, and to distribute the
proceeds. In case Of death, disability
or resignation Of one liquidator, the
vacancy shall be filled BY the s,I surv tyon
ever be held liable or responsible for the
contracts or faults of said corporation in
any further sum than the unpaid bal
ance due on the shares Of stock owned
by him, nor shall any mere informality
in organization have the effect Of rem
dering this charter null, or Of exposing
the unpaid balance due on his stock.
In order that this charter may serve
as the original subscription list, the sub