The herald., 1922-10-12
CHARTER.

CHARTER.
ing to the other stockholders through
the Board of Directors at a price not
the stockholders shall have an option
and first right to purchase all the shares
of stock to be thus disposed OF by the
death, resignation or otherwise OF any
of the stockholders of the corporation
and shall have period of ten days in
which to accept or decline such offer OF
stock. Should the Board Of Directors
or the stockholders decline to purchase
the said stock. then the stakeholder or
stockholders who made the offer TO sell
or otherwise dispose of this stock may
sell or otherwise dispose of il in any man
ner and at any price that he or thtS
may SEE fit. But each share of stock is
issued under the condition and under
standing that no stakeholder shall make
a sale or transfer of his stock in viola
ton of this provision, and such sale or
transfer. if made, shall be void ana inns
company shall be- under no obligation
to list said stock on its books or To re
gard the holder of the certificate thereof.
ARTICLE VII-The corporate powers
Of this corporation shall be vested In and
exercised by a board of three directors,
two of whom shall constitute "A quorum.
The directors of this corporation may
vote in person or by written proxy at any
of the meetings of the board Of directors :;
and the board of directors may delegate
any OF Its powers 10 any oUlcrr or OIL
GERS or any other representative OF the
company by appropriate resolution TO that
effect.
The first board of directors of this cor
! pOratiOn shall be composed of the fol
| lowing: Edward Alba, Oswald Alba,
| Charles Alba. with officers as follows
| Edward Alba. president; Oswald Alba,
vice president; Charles Alba. secretary
| treasurer. and they shall serve until the
second Monday Of January, 1929. OF until
| their SUCCESSORS are elected and qualified
| The directors shall be elected annually,
| the second Monday of January of each
| year.
Notice of such meeting shall be given
| ten days prior to the date of the meet
| ing. in writing and sent to each stock
holder at his last known address.
| Each stakeholder shall at such annual
| meeting or other meetings. general OF
special be entitled in person or by proxy
10 one vote for each share Of stock owned
| by him.
Elections shall be held under such rules
and regulations as may from time TO time
be determined by the board of directors
| The directors when elected shall hold
| office for one year or until their success
sOrs shall have been elected and qualified
and failure to hold the annual meeting OF
| stockholders or to elect annually the di
| rectOrs shall not operate the forfeiture OF
/ this charter or any rights Hereunder.
ARTICLE VIII-This charter or act Of
] incorporation may be changed, modified
altered or amended by and with the con
sent of twO-thirds of all the stock present
| at any meeting. general or special, held
for that purpose; and such amendment
may be material or immaterial subJec
only to limitations as may be by law pro
vided and this corporation shall have th'
power to increase or decrease Its capita
stock as herinbefOre set out, and any in
crease in capital stock in excess of th'
! amount named herein as the amount L
which ii may be increased, may be made
by threefourths vote of all OUTSTANDING
stock.
4 ARTICLE IX-Notice Of any and al
meetings referred TO in this charter o.
required by law, shall be given In tn
manner provided for giving notices IL
case of elections. unless the same shall
have been waived.
| ARTICLE KIN case of dissolution
| liquidation or termination of this char
ter, by limitation or otherwise. the az
fairs of the corporation shall be hquldate'
by one or more liquidators elected by III
stOckbO lders, who may provide the mum
Der of said liquidators, and vest then
with such power and authority as ma,
by law be permitted: fix the terms AM
. conditions upon which they shall serve
! and their compensation. and provide tina
in case of death or disability OF any on
of said liqiudatOrs, the remaining hqui
dators may fill the vacancy or continu
to act on behalf of the corporation.
| ARTICLE XI-No stockholm sbal
be liable or responsible for any cost:
contracts. debts or faults of the corpora
. ton, or of any Of its officers, nor sha
any mere informality in organiZatio
have the effect of rendering this charte
? null and void. or of exposing any stock
holders to any liability beyond the VI
paid balance due on the stock held b
him.
ARTICLE XII-The subscribers heret
! have written opposite their names III
J number of shares subscribed by each {
, them. and their post office addresses,
that this charter may serve as the sui
E scription list of the corporation; all {
which subscriptions are payable in III
; manner and form set out herein.
Thus done and passed at my office,
+, the city of New Orleans, on the day an
e in the month and year herein first aboy
written. and in the presence of VIM. Ma
son Smith. Jr., and Paul f. Chaser. con
$ petent witnesses, who have hereunt
signed their names with the said al
$ bearers and me, notary, after reading {
, the whole.
= Witnesses: VIM. Mason Smith, Jr.. Pa,
S Z. Chaser.
: ORIGINAL SIGNED)
(Names of subscribers omitted)
= WILLIAM J. GUSTE.
A Notary Publ
e Recorded in Parish of Orleans, NJ.
' Il. 1879, folio -.
A true copy:
r (SeaD WILLIAM J. GUSTE.
}. Notary Publ
A Sept. 1LOct 10