New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1872-07-03
CORPORATIONS.
QUARTER. ...................,.CH CHARTER
y
STATE OF L0uIsIAEA-PARIsH OF ORLEANS
CITY OF NEW ORLEANS


CITY OF NEW ORLEANS.
Be it known that on this third day Of June
in the year of Lord one thousand eight hundred
and sevsnty-twO and Of the Independence of the
United States of America the ninety sixth, before
me Nlcnolas Browse Trlst notary public in and
for the parish Of Orleans, State of Louisiana, duly
commissioned and qualified, and IN the presence q
the witnesses hereinafter named and undersigned
personally came and appeared AdOlpke BOuehard,
Charles NJ Conrad, Henry Dugue, TristraE Upper,
Charles Angelo Conrad, Robert Bruce and the
other persons whose names are hereunto sub
serbed who declared that availing themselves Of
the provisions the statutes of the state of Louis-
lana, relative to the organization Of corporations IN
this state they have cOvenanted and agreed and by
these presents do covenant agree ana bind tbeES-
selves to form themselves into and constitute 3
corporation for the objects and purposes and under
the stipulations conditions and regulations fol-
- w. ARTICLE I.
The name and STYLE of the company shall be
THE B0UCHARD SEWING MACHINk MOTOR
COMPANY. It's domicue is hereby established in
the city of New Orleans, and its duration is fixed
at twenty. five years from the date Of this act.
1t shall have power to contract TO sue and be
sonal TO make and use a common seal, and gener-
ally to do al things requisite and proper to carry
ing into effect the objects for which 1t Is estab-
lished.
ARTICLE II.
The object and purpose Of this company is to
manufacture and sell and to dispose TO others Of
the right to manufacture and sell either In the
United States and elsewhere the apparatus ma
chinery or motor for running or working sewing
machines, invented BY Adolphe BOuchard and Tor
which two patents have been granted, dated re-
speetively sixteenth January and seventh May,
1872, and numbered l22 500 and ll6,44l, wen 40
under any other patents that may hereafter be
issued to said Bouchard, in this country and else
where, for any improvements therein, or for any
other inventions having the same object in view.
ARTICLE III.
The capital stock of this company shall be one
Trad nd dol lara dah INF
| 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 tho
| owners of the said patents and in proportion to
their respective interests therein, as set forth IN
an agreement between said owners entered into
| before the undersigned notary, on the thirtieth
day of May, 1872. and this Ia consideration and
/ full payment for their respective patent rights,
/ to be by them transferred to this company The
| remaining two hundred ana twenty shares are 20
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
| benefit Of this company and as working capital
ARTICLE ".
The affairs of the company shall be managed By
| a board consisting Of president and four direo-
/ tors, who shall be elected annually, their term d
| office to commence the first Monday Of January
/ Of each year, and Tristram Topper is hereby con-
/ stituted the president, and Adolphe Bouehards
| Charles NJ. Conrad, Henry Dugue and Robert Brnea
| the directors of this COMPANY, foming the first
board to hold office until the fret Monday of Jan
| ARTICLE v.
The president shall preside at al meetings of the
said board, well as Of the stockholders and
shall in connection with the other members OF the
hereinafter imposed be the executor Of the affairs
| Of the company, and all summons or notices, OF
| other legal processes wherein the company may
| be interested, shall be served upon him.
ARTICLE VI
There shall be secretary and treas
y
| the other officers and employees of the
pany, shall be chosen by the Board of Di.
rectors, who shall also * the amount of eompen-
| satiOn or salaries to be paid them provided, that
! no salary shall commence to irun 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 perforln all things necessary or proper to
carry into full effect the objects and purposes Of
| 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
ARTICLE VIII
The president of the company shall, at least if
teen days before the expiration of his term of Of
fee render full and complete statement Of the
| 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 descrip
| ton belonging to, and all the debts due by the
pany, together with all other matters of inter.
est connected Herewith.
ARTICLE TX.
At all meetings Of stockholders, where a vote is
taken each stakeholder shall be entitled to vote
either IN person or by proxy on the stock held OF
represented by him; provided, that no corporation
shall be entitled TO vote on more than fifty and no
| individual or firm on more than two hundred
shares. The shares voted on by husband for his
wife, or father or tutor Tor minors shall be con-
| sidered as 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 OF
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 ten shares OF the capital stock OF the com
pany.
ARTICLE XII
No stakeholder shall be responsible for az
| or Obligations Of the company beyond Y
stock owned by him.
ARTICLE XII. a aid p So6 6Rs.
All certificates of stock sbaadt transfer an as+ q
president and secretary Of the AZ ~ Tnsde uT0T,
shall be kept open for the rfla - No attoT
shares Of stock, subject y, III M deemed com
said books and signeds ~ asnsled cDirn9 ~
nfey in fact, and NO tbe indebted 10 the coma
| shalI be entered z consent OF the Board OF D1-
transfer the sas
pany; except ARTICLE Kill
IecteIs' .oi.annual meetings Of the stockhold-
held on the first Monday Of June and
| pas4 OF each year and the election for on
ersf the ensuing year shall take place az the
| ~ meeting. , -.
spsciai meeting may be called by the President
= fhp request OF any three stockholders, owning
sgether not less than one hundred shares OF the
ARTICLE XIV.
A failure from any cause to elect officers az the
ate fixed herein for that purpose shall not dissolve
he Company but the directors then In ONCE 5naL
Old over until another day shall have been hxe0-
nd the election SHALL have been held. Due notice
Z this meeting as well Of the regular meetings.
hall be given By publication IN two Of the city pa
ers. -
Minutes of the proceedings Of all meetings.
3ther of the Board Of Directors or Of che stock
olderg shall be kept and entered in books for that
purpose which shall at all tiiaes during busines
ours Of business days be open to the examination
4 any stakeholder.
ARTICLE XVI
No meeting Of stockholders shall be held between
uly aRd November IS Of each year, or during the
Existence Of any epidemic. unless nt least three
Ourths Of the capital stock voted under the Fe-
trictions Of article TX shall be represented
hereat.
ARTICLE XVII.
No business shall be transacted at any meeting
ny Of the stockholders unless a quorum, consist
NJ Of a majority Of the members representing
majority Of the stock, shall be present and voting.
This charter may be amended, provided sucn
be concurred I'm bY tgC birds OF the