New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1872-06-14
CORPORATIONS.
CHARTER.
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STATE OF LoUISlANA-PARlSH OF ORLEANS
CITY OF NEW ORLEANS.

CITY OF NEW ORLEANS.
Be it known that on this third day Of June,
in the year of our Lord Thousand eight hundred
aud seyenty-two and Of the Independence Of the
United States of America the ninety.sixth, before
me, Nicholas Browse Trist notary public IN and
for the parish of Orleans, State Of Louisiana, duly
commissioned and qualified, and in the presence Of
the witnesses hereinafter named and undersigned,
personally came and appeared Ad0lphe BoE2aAif,s
Charles NJ Conrad, Henry Dugue, Tristram TapFsEs
Charles Angelo Conrad, Robert Bruce, ana ta0
other persons whose names hereuneQ sab.
scribed who declared that, awaiting themselves 81
the provisions of the statutes of the state Of Louis
ANA relative to the organization Of corporations n
this State they have cOvenanted and agreed and by
these presents do covenant agree, and bind Them
solves to form themselves into and constitute q
corporation for the objects and purposes and under
the stipulations, conditions and regulations fol-
ARTICLE I.
The name and style Of the company shall DO
THE B0uCHARD SEWING MACHINE MOTOR
COMPANY. Its dOmioile is hereby established IN
the city Of New Orleans, and its duration Is fixed
az twenty-five years from the date OF this act.
II shall have power TO contract, to sGe and be
sued, to acquire aud own property real and per-
s9na to make anG use common seal, and gener-
ally to do al things requisite and proper to carry
ing INTO effect the objects for which It'll estab-
hshed.
ARTICLE Il.
The object and purpose Of this company is to
manufacture and sell, and to dispose to others Of
the right to manufacture and sell or either in the
United States and elsewhere, the apparatus ma
cmnery, or motor for running or working sewing
machines, invented BY AdOphe BouehaTd and Tor
which two patents have been granted dated re-
speeuyely sixteenth January and seventh May,
1872, and numbered l22 500 and 126,44t as wei as
under any other patents that may hereafter be
issued TO said Bouchard in this country and else
where, Tor any improvements therein, or for any
oulet Inventions having the same object in view.
ARTICLE H.
The capital stock Of this company shall be one
hundred and fifty thousand dollars divided into
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 te
their respective interests therein as set forth in
an agree ent between said owners entered into
before the undersigned notary, on the thirtieth
day of May, 1872, and this in consideration and aa
fuil payment for their respective patent rights
to be by them transferred to this company. The
remaining two hundred and twenty shares are to
be held in trnst by the president for the company,
to be subscribed for, sold or disposed OF in such
other manner, at such times and on such terms as
the Board OF Directors shall determine, for the
beneht Of this company and as q working capital
ARTICLE ".
The affairs of the company shall be managed by
a board consisting Of president ami four direc-
tors, who shall be elected annually, their term Of
office to commence on the first Monday Of January
Of each ytar, and Tristram Upper is hereby con-
sututed the president and AdOlphe BOuchard,
Charles NJ Conrad, Henry Dugue aud Robert Bruce
the directors OF this company, forming tha hraf
board to hold Office until the first Monday OF jan
ARTICLE Y.
The president shall preside at al m sstiu Ts0ftke
said board, as we'll as Of the stockholGAra, 8 %
shall IN connection with the Othe meubeRa of 6he
Board Of Directors, and under the reductions
hereinafter imposed be the executor Of the affairs
Of the company, and all summons 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 a treas
urer Of the company, who, together with
pany, shall be chosen by the Board Of Di-
TeetOrs who shall also nix the amount Of oompen-
satl0n or salaries TO be paid themi provided that
no salary shall commence to Tun until profits
shall be realized by the company sufficient TO 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 he has
ARTICLE VII.
The Board Of Directors shall have fun power to
do and perform all things necessary or proper 20
this charter. and which are not in conflict with
any law Of this State, or OF the United States or
the true meaning of this act. ... I'D.
ARTICLE VIII.
The president of the company shall, at least If
teen days before the expiration Of his term Of Of
fee render a full and complete statement Of the
affairs, financial and otherwise, Of the company,
showing the contracts made, the amounts Of sales
aud the profits nd losses during the past year the
nature and value Of all the assets OF every descrip-
company, together with all other matters Of inter-
est connected Herewith.
ARTICLE TX.
At all meetings Of stockholders, where O vote is
taken, each stakeholder shall be entitled to vote
either ~ person or by proxy on the stock held or
shall be entitled to vote on more than fifty aud no
individual or firm on more than two hundred
wife, a father tutor tor minors, shall be con
sidered voted by the party casting 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 aud during his term Of Office, aud has not held
for at least ninety days prior to such election, at
least ten shares Of the capital stock Of the com
pany
ARTICLE xr.
No stakeholder shall be responsible for any debts
OF obligations Of the company beyond tile capital
stock owned By him.
ARTICLE XII.
All certificates Of stock shall be signed by the
president and secretary Of the company, aud books
shall be kept open for the registry and transfer Of
shares OF STOCK subject TO regulations to be estab-
Gshed by the board Transfers shall be made upon
said books. and signed By the holder his attOr-
ney in fact, and no transfer shall he deemed COM
plete until entered thereon. No transfer Of stock p
shall be entered SO long as the party desiring 70
transfer the same shall be indebted TO tke com
pany except With the consent Of the Board Of d.
rectors.
ARTICLE XIII.
Regular semi annual meetings of the stoakEold-
ers shall be held on the first Monday Of jane and
December of each year, and the election Tor GE1s
GERS for the ensuing year shall take place at the
latter meeting
special meeting may be called By the President
at the request Of any three stockholders, owning
together not lees than one hundred shares Of the
ARTICLE XIV
failure, from any cause, to elect officers at the
date fixed herein for that purpose shall dissolve
the Company but the directors then in Office shall
hold over until another day shall have been fixed
and the election shall have been held. Due notice
Of tbs meeting well as Of the regular meetings,
snail be given by publication in two Of the city pa
pers.
Minutes Of the proceedings Of all meetings,
either Of he Board Of Directors or Of the stock
holders shall be kept and entered i'm books for that
purpose, which shall az all times during busines
hours Of business days be open 70 the examination
Of any stakeholder.
ARTICLE XVI
40 meeting of stockholders shall be held between
July and November Is Ofeach year, OF during the
existence Of any epidemic. unless at least three
fourths Of the capital stock voted under the re.
st1ictons Of article TX shall DO represented
thereat
ARTICLE XVII
No business snail be transacted at any meeting
ing of The stockholders unless quorum, consist
III If a majority Of the members representing
majority OF the stock, shall be present and voting
This charter may be amended, provided such
amendment be cOucuued in by tgc birds Of the
votes cast. Such amendments may 10 proposed at
either Of the general meetings provided for IN this
charter, or at any meet ting called in accordance
with the preceding provisions, provided shat the
publication giving notice TO the stockholders Of
such meeting, whether regular called, shall
state that an amendment or amendments to p
the charter are TO be proposed at such meetings.
ARTICLE xvTu.
A. fle time of the diasoItIffon of AHA charter o