New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1872-07-07
CORPORATIONS.
CHARTER. CHARTER.
STATE OF LoUIsIAEA-PARIsH OF ORLEANS
CITY OF NEW ORLEANS.
CHATTER.

CITY OF NEW ORLEANS
Be it known that on this third day Of June
N the year Of our Lord one Thousand eight hundred
and 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 AMI undersigned,
persOnallv came and appeared Adolphe BouehaId,
Charles NJ Conrad HenFv ~, gpp Triatraps TuDDer
Charles Angelo Conrad, Robert Bruce, and the
other persons whose names are hereunto sub.
HeT1bed. who declared that, awaiting themselves of
the provisions Of the statutes Of the State Of louis
lana relative TO the organization Of corpora atoms ia
these presents do covenant agree, ana bind them
selves to form themselves into and constitute a
corporation for the objects and purposes and under
the shpulations, conditions and regulations fol
ARTICLE l.
The name and style Of the company shall b
THE B0UCHARD SEWING MACHINE MOTOR
COMPANY. Its dOmice is hereby established in
the city Of New Orleans, and its duration is fixed
at twenty-five ears ffOm the date of this act.
sued, t5sscqHire ia own property real and per.
sonal, 10 make and use common seal, and gener-
ally to do all things requisite and proper to CRY
lished.
The Object and purpose of this company Is to
manufacture and sell, and TO dispose to others of
the ight to manufacture and SELL either in the
united states and elsewhere, the apparatus
ehinery, motor for running OF working sewing
machines invented BY AdOlphe BOuchard and Tor
which two patents have been granted, dated re-
spectively sixteenth January and seventh May,
1872, and numbered l22 802 and lL6,44l, as wei as
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 HI.
The capital stock of this company shall be one
hundred and fifty thousand dollars divided into
fifteen hundred shares Of one hundred dollars
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
day of May, 1872 and this in consideration and as
full 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 az
the Board Of Directors shall determine for the
benefit Vf this company and as a working capital.
ARTICLE w.
The affairs Of the company shall be managed by
a board consisting of president and four direc-
tors, who shall be elected annually, their term of
office to commence on the first Monday Of January
OF each year, and Iristram Topper is hereby con-
stiiuied the president, and Adolphe BOuchard,
the directors of this COMPANY, fOnning the first
board; to hold office until the first Monday Of Jan
uary, 1879
ARTICLE V.
The president shall preside at a meetings of the
said board well OF the stockholders, and
shall In connection with the 0the- members of the
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
uTeT OF The eDmpant. who, together with
the other officers and employees Of the com
pany shall be chosen by the Board of. Di
sation salaries to be paid them; provided, that
no salary shall commence to run until profits
the same; and, provided further that the salary Of
the president shall at time be either increased
or diminished during the year for which lie has
- ARTICLE WI
The Board Of Directors shall have full power to
do and perform all things necesa airy 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,
the true meaning Of this act
ARTICLE VIII.
The president of the company shall at least ff
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
and the profits nd losses during the past year, the
nature and value of all the assets of every deserip
ton belonging to, and al the debts due by the
est connected herewith
ARTICLE TX.
At all meetings of stockholders, where vote is
taken each stakeholder shall be entitled TO vote
either in person OF BY proxy on the stock held OF
represented by him; provided that no corporation
shall be entitled to vote more than fifty and no
individual or firm on more than two hundred
shares. The shares voted on by husband for his
wife, a father tutor for minors, shall be con-
tidered 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 bis 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.
No stakeholder 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
lished by the board. Transfers shall be made upon
said books and signed by the holder or his attor-
ney in fact, and no transfer shall be deemed com
Dete until entered thereon. No transfer Of stock
shall be entered so long as the party desiring to
pany; "a cept Hiththe consent of the Board Of Di'
] rectors.
/ ARTICLE Kill
| Regular semi annual meetings of the steckhOld-
ers shall be held on the first Monday of June and
/ December Of each year, aud the election for ofti-
/ 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 less than one hundred shares Of the
| capital stock.
failure, from any cause to elect of GERS at the
date fixed herein for that purpose shall not dissolve
the Company, but the directors then in Office shall
/ I'D over until another day shall have been fixed
and the election shall have been held. Due notice
shall be given by publication in two Of the city pa
/ pers. -
Minutes of the proceedings Of all meetings.
either Of the Board Of Directors or Of the stock
holders shall be kept and entered in books for that
| purpose, which shall at all ti'nes during buslnef
hours of business days be open to the examination
| of any stakeholder.
ARTICLE XVI.
No meeting Of stockholders shall be held between
| July and November Is of each year, during the
/ existence OF any epidemic unless at least three
| fourths of the capital stock voted under the
| strietions 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 shall be present and voting
| amendment be coneurred in by two birds Of the
| votes cast. Suck amendments may l'e proposed at
either of the general meetings provided for in this
| charter, or at any meeting called in accordance