New Orleans Republican., 1872-06-29
CORPORATIONS.
CITY OF NEW ORLEANS.


CITY OF NEW ORLEANS.
Be it known that on this third day of June
IN the year Of Lord Que ths susaHd eight hundred
and seyenty-tWo aud of the independence Of the
United states Of America the ninety sixth before
me, Nicholas Browse Trist, notary public in ana
for the parish of Orleans state Of louisiana duly
commissioned and qualified and in the presence OF
the witnesses hereinafter named ans undersigned,
personally came and appeared AdOlphe BOuehaId,
Charles M Conrad, Henry DugHe, TristraH TuppeT,
Charles Angelo Conrad Robert Bruce and the
other persons whose names are hereuntO sub
scribed, who declared that, avalng themselves of
the provisions Of the statutes of the state of Louis
lana relative 70 the organization Of corporations In
this State they have cOvenanted and agreed and BY
selves to form themselves into and Constitute a
corporation for the objects and purposes aud under
the sttpuiations, conditions and regulations fol-
ARTICLE l.
The name and style of the company shall be
THE BOUGHARD SEWING MAUHIN8 MOTOR
COMPANY Its domioile5 is hereby established in
the city of New Orleans, and its duration is fixed
at twenty five ears f ON the date Of this act
1t shall have power to contract, 10 sue and be
sued, to acquire and own property, real and per
sOnal, TO make and use a common seal and gener
ally to do all things requisite and proper to cory
ing into eff ct the objects for which it is estab
lished.
ARTICLE II.
Inc OtgeGb ana purpose OF LElls company IS TO
manufacture and sell, and TO dispose to others Of
the light to manufacture and SELL either in the
United States and elsewhere the apparatus ma
chinery, motor for running working sewing
machines invented By AdOlphe BOuchard, and tor
which two patents have been granted dated re-
speenvely sixteenth January aud seventh May.
1872, and numbered l22 802 and 1l6,441, as well as
under any other patents that may hereafter be
issued to said Bouehard, in this country and else
where, tor any Improvements therein, or for any
other inventions having the same object in view.
..a ARTICLE III.
The capital stock Of this company shall be one
fifteen hundred shares of one hundred dollars
each. Ofthis number, twelve hundred and eighty
shares, representing one hundred and twenty eight
thousand dollars shall be distributed among the
owners Of the said patents, and In proportion to
their respective interests therein, set forth in
an agreement between said owners entered into
before the undersigned notary, on the thirneth
day of May, 1872 and this in consideration and as
fun payment for their respective patent rights.
TO be bE them transferred to thus company The
remaining two hundred and twenty shares are TO
be held III trnst by the president for the company
to be subscribed for. sold or disposed of in such
other manner af sueh times and on such terms as
the Board Of Directors shall determine for the
benefit VI thus company aud as working capital.
ARTICLE ". s5-.s
The affairs of the company shall be managed By
board consisting of president aud four direc-
tors who shall be elected apuually, their term of
office TO commence o. the frat Monday of January
Of each year and TTistram Tupper is hereby cen
sututed the president, and AdOlphe BOuchard,
Charles 81 Conrad, Henry Dugue and ROhert Bruce
the directors Of this COMPANY, forming the first
board to hold office urtil the first Monday Of Jan
uary, 1873.
The president shall preside at al meetings of the
said board well as or the stockholders, and
shall iu connection with the Othe members of the
Board of Directors and under the restrictions
hereinafter imposed be the executor Of the affairs
of the company, aud all sum mons or notices, or
other legal processes wherein the company may
be interested, shall be served upon him.
ARTICLE VI
There shall be a secretary and treas
urer of the compan who, together with
the other officers and employees Uf the COM
Psny, shall be chosen BY the Board Of Di.
reetOrs who shall also f. Z the amount Of comDen-
sation or salaries to be paid them; provided, that
no salary shall commence to run until profits
shall be realized by the company sufficient 10 pay
the same; and provided further, that the salary of
the president shall at no time be either increased
or diminished during the year for which be has
- ARTICLE VII.
The Board of Directors shall have fun power to
do and perform all things neces, airy or proper TO
this charter, and which are not in conflict with
any law IF this State or of the United ntates, or
the true meaning of this act.
ARTICLE VIII.
The president of the company shan, at least IF.
teen days before the expiration of his term of of.
affairs financial and otherwise, of the company,
showing the contracts made the amounts Of sales
and the profits nd losses during the past year the
nature and value of all the assets of every deserp
tiOn belonging to, and all the debts due by the
company, together with all other matters of inter-
est connected herewith.
ARTICLE TX.
At all meetings of stockholders, where a vote is
taken, each stOekholdef shall be entitled tOvOte
either in person or by proxy on the stock held or
represented by him. provided that no corporation
sh all be entitled to vote more than fifty and
individual or firm on more than two hundred
shares The shares voted on by husband tor his
wife, or a father or tutor for minors, shall be con.
tidered as voted by the party Fasting the same.
The majority Of the votes thus given shall prevail
ARTICLE X
No person shall be eligible for either president or
director who does not hold at the date of his cleo
ton and during his term of Office and has not held
for at least ninety days prior to such election at
least tea shares Of the capital stock of the com
pany.
ARTICLE XII
No stockholder shall be responsible for any debts
or Obligations of the company beyond the capital
stock owned by him.
ARTICLE XII
All certificates of stock shall be signed by the
president and secretary of the company, and books
shall be kept open for the registry and transfer Of
shares Of stock subject to regulations to be estab
lshed by the board Transfers shall be made upon
said books, and signed by the holder or his attOr-
ney in fact, and no transfer snail he deemed COM
plete until entered thereon. No transfer of stock
shall be entered so long as the party desiring to
transfer the same shall be indebted to the com
panY; e1c cept with the consent Of the Board of Di
rectOrs.
ARTICLE XIII
Regular semi annual meetings of the stockhold-
ers shall be held on the first Monday of June and
December of each year. and the election for Off
GERS for the ensuing year shall take place at the
latter meeting.
A special meeting may be called by the President
at the request of any three stockholders, owning
ARTICLE XIV
failure, from any cause to elect officers at the
date fixed herein for that purpose shall not dissolve
the Company, bur the directors then in office shall
h I'D over until another day shall have been fixed
of this meeting, well Of the regular meetings,
shall be given By publication in two of the city pa
pers. .
Minutes Of the proceedings of all meetings.
either Of lie Board OF Directors or OF the stock
holders shall be kept and entered in books for that
purpose, which shall at all times during busines
hours OF business days be open to the examination
Of any stOckhOlder
ARTICLE XVI.
No meeting Of stockholders shall be held between
July and November Is of each year. or during the
existence of any epidemic, unless at least three
fOurths of the capital stock voted under the re.
strictions of article TX shall be represented
thereat.
ARTICLE XVII.
No business shall be transacted at any meeting
ing of the stockholders unless quorum, consist
ing of a majority Of the members representing
majority of the stock, shah be present and voting
This charter may be amended provided such
a. H.. ar-7,