The herald. [volume] (New Orleans, La.) 1905-1953, 1922-05-04
CHARTER.

this corporation is hereby fixed at the
sum of Twenty five Thousand Dollars
/ (S25 100000, divided into and represented
by two hundred and fifty shares of stock.
of the par value of one Hundred Dol
/ lars (S1OOO0) each. Said stock may be
issued full paid and worcestershire. for
cash 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
! pOratiOn, or for services rendered and
labor performed. The capital stock may
! be increased to Fifty Thousand Dollars
/ $50 100000.
} No stock shall be sold or transferred
until an opportunity is first afforded all
other stockholders of record to purchase
/ said shares OF stock mt book value, as
shown by the inventory preceding such
notice Written notice shall be given
] by the owner TO the Board of Directors
| for the Use and beuetit of such other
stockholders; it 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 be
transferred with the consent of the Board
of Directors to such employees at the
time of or during employment. When
ever such employment ceases through
death, resignation, dismissal or other
wise, the Board Of Directors shall call
the stock of that person for transfer to
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 of ;
the Board of Directors expressed by res
Olutions entered on the minutes. For
the purposes of this article. the inven-
tory and books shall be closed as of June
Both and December 3lst, in each year, /
from and after December 3lst 1922. The |
substance of the foregoing provisions |
shall be stated briefly and succinctly in !
or on the face of each certificate of stock, |
and shall be conclusive evidence and |
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 Mis- charter |
in corporations shall he exercised by the !
Board of Directors of this corporation. |
including the right to manage, control
and direct the affairs of the corporation. |
the corporate policy, and to sell the cor
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 or
merging corporation. or of a new cor
poration, created for the purpose. with
out the necessity of referring either or
any Of said acts to the stockholders.
Tn Board Of Directors of this cOrpOr-
alton shall be composed Of four stock
holders. who shall be elected annually, on
the first Tuesday Of February. of each
year. The first Board of Directors of
this corporation shall be composed Of
Peter +. Pescud, Edward l.. Sarrat
James FernOn and Linden F. Braud. who
shall hold office until the next annual
meeting on the first Tuesday of Febru-
Try. 1923, with Peter F. Pescud as Pres
dent. James Fernon as Vice President.
Linden F. Braud as Secretary. and Ed
ward l.. Sarrat as TREASURER. The cleo
ion of the Board of Directors shall be
o the stockholders delivered in person
n sent by mail to the address given in
he current city directory, unless the
ADDRESS of such stakeholder shall have
'een registered with the Secretary. and
n default of either, care of General De.
livery. New Orleans. La The election
hall be held at the office of the cor
'OratiOn at such hour as may be fixed
" the incumbent Board of Directors
nd under the supervision of three (3)
,f-,s ,
IL such election each stakeholder shall !
% &entitled to one vote for each share ! !
4 the capital stock held by him, and
he persons receiving the highest num-
er of votes cast at said election shall
e declared elected, and the Board OF
rganize as soon after said election as !
ossible. \ majority of the whole Board
nail constitute quorum, and Direc- |
ors absent or unable to attend may
nthorize directors present to represent
hem by written proxy filed with the
ecretary. and with all the powers such !
bSentees could exercise If present in /,
ersOn.
All routine business matters shall be 5
ecided by the majority vote of the v
uorum present at such meeting. not q
anything in this charter I
r the law to the contrary but any mat !
r or thing affecting the general policy. i
roperty or corporate rights of the cor i
Grafton shall be adopted only by the c
ote OF the majority of stock held by a
he individual members of the whole I
oard of Directors. and proper minute !
ltries shall be made to show these facts 9
The Board of Directors may establish J.
FLAWS. rules and regulations for the ]
overnment or the corporation, and it '
ay also create committees for the man. y
cement OF the several departments of y
; business. including an Executive a
of not less than three (3) .
embers Of the Board. which committee /,
laH be empowered to exercise all the | ?
motions of the Board of Directors dur
e the recess of this Board, save those Z
erein reserved for the full Board The Il
GARD of Directors shall fill vacancies o
curing in this body during the term b
ereof. Meetings of the Board Of Direc- p
RS may be held Mt such times as shall q
; set by the Board itself. or at the call &
the President and at the request of il
~ two stockholders.
ARTICLE VI. This charter may be n
nended and the capital stock increased o
I'd decreased with the consent of two G.
irds of all of its stock expressed at s.
meeting called for that purpose or in
" other way permitted by law.
ARTICLE VII. This charter NAV be u
ssolved with the consent 9 of two-thirds -,
the issued and outstanding capital y
ock expressed at n meeting called for :.
at purpose. or in any way permitted -
: law. Upon the dissolution of the :,
rporation by limitation or otherwise. :,
q stockholders shall elect from among ,.
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