New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1872-07-04
CORPORATIONS.
4 IHAhTEh.............s. .CdAAlEEhs
STATE OF LoUISIANA-PARISH OF ORLEANS
CITY OF NEW ORLEANS.

TOT the parish Of Orleans, State Of louisiana, duly
commissioned and qualified, aud IN the presence o.
the witnesses hereinafter named and undersigned
personally came and appeared AdOlphe BOuohaId,
Charles NJ. Conrad, Henry Dugue, Tristraa Upper
Charles Angelo Conrad, Robert Bruce and the
other persons whose names are hereuntO sub
scribed who declared that, availing themselves Of
the provisions of the statutes of the State Of Louis
lana relative to the organization Of corporations R
this State they have oOvenanted and agreed and by
sGlves to form themselves into and constitute q
corporation for the objects aud purposes and under
the stipulations, conditions and regulations fol-
- 49, ARTICLE I.
The name and style Of the company shall be
THE BOUCHARD SEWING MAGHINE MOTOR
COMPANY. Its dOmioile is hereby established ia
the city of New Orleans, and its duration is hxed
at twenty-five years from the date Of this act.
1t shall have power to contract, TO sue and be
sued, to acquire and own property real and per-
sOnal, 10 make and use a common seal, aud gener.
ally to do all things requisite and proper to carry
ing into effect the objects for which It Is estab-
lished.
The object and purpose Of this company Is to
manufacture and sell, and % dispose to others Of
the right to manufacture and sell or either, in the
United States and elsewhere, the apparatus ma
ohinery, motor for running or working sewing
machines, invented by Adolphe BOuehard, and tor
which two patents have been granted, dated TO
spectively sixteenth January and seventh May,
1872, and numbered l22, 802 and lt644l as well a.
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
hundred and fifty Thousand dollars, divided into
each. Ofths number, twelve hundred and eighty
shares representing one hundred and twenty eight
thousand dollars, shall be distributed among tina
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 thirtieth
dav Of Nav 1872 and this in consideration and
fun payment for their respective patent rights,
to be by them transferred to this company Tho
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, az 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 aud four direo-
tors, who shall be elected annually, their term or
of each year, and Tristram Topper IL hereby con-
stiiuted the president and AdOlphe Bouohards
Charles NJ. Conrad, Henry Dugue and ROhert Brioa
the directors Of this company, foIming the FIRST
board; to hold office until the hrst Monday Of jan
uary, 1873
The president shall preside at al meetings of the
said board well as OF the stockholders, and
shall III 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, and all summons 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
the other officers aud employees of the com
pany, shall be chosen by the Board of Di-
reetOrs, who shall also fix the amount Of cOmpen-
sation or salaries to be paid them; provided that
no salary shall commence to run until profits
shall be realized by the company sufficient to pay
the same and, provided further that the salary Of
hall AZ ina ha
or diminished during the year for which he has
been elected
The Board of Directors shall have full power to
do aud perform all things necessary or proper to
carry into full effect the objects and purposes Of
| this charter and which aTs mt 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
flee, render full and complete statement of tho
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 aud value of all the assets Of every deserp
ton 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 q vote is
taken each stOckhOlder shall be entitled to vote
either in person or by proxy on the stock held or
represented Oy MN; PROVIDED, that no corporation
sh Al be entitled to vote on more than fifty and no
| individual firm more than two hundred
shares. The shares voted on by husband for bis
wife, or father or tutor for minors shall be con-
| kidered as voted by the party casting the same.
The majority of the votes thus given shall prevail.
ARTICLE K.
No person shall be eligible for either president or
director who does not hold at the date Of his eiee
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 al
| No stockholder shall be responsible for an.
| or obligations Of the company beyond y
| stock owned by him.
ARTICLE XII. .ed al R 2y,s q.
| All certificates of stock shall and transfer Of
president and secretary Of the,GOns to be estab-
| shall be kept open for the rehali be made upon
| shares Of stock, subject to- holder or ms attOr-
| lished by the board Try shall be deemed com
| said books and signedd. No transfer OF stock
ns s nn aG afa 9 S Sd 10 te COM
| shall be enteredshe consent Of the Board OF Dr.
| transfer the So
panyi e. eep' ARTICLE Kill
smi.anuuaI meetings Of the stockhold-
- held on the first Monday OF June AID
Rear of each year and the election Tor on
| erF6r the ensuing year shall take place at the
! sneeial meeting may be called by the President
3 the request Of any three stockholders owning
ogether not less than one hundred shares OF tho
ARTICLE XIV.
failure, from any cause, to elect officers at the
ate fixed herein for that purpose shall not dissolve
he Company, but the directors then in office shall
old over until another day shall have been hxea
nd the election shall have been held Due notice
{ this meeting, as well as Of the regular meetings.
hall be given by publication In two Of the city pa
ers.
Minutes Of the proceedings of al meetings.
ither Of The Board Of Directors or Of the stock
Oders shall be kept and entered 10 books Tor Ehat
purpose which shall at all ti'nes during busineg
tours Of business days be open to the examination
# any stOckhOlder.
ARTICLE XVI
10 meeting Of 81 ockholders shall be held between
uy aud November Is Of each year. OF during the
existence Of any epidemic. unless at least three
ourths OF the capital stock voted under the 70.
tIictious Of article TX shall be represented
heredt.
ARTICLE XVII
No business shall be transacted at any meeting
ng Of the stockholders unless quorum, consist
ng Of a majority Of the members representing
majority Of the stock, shall be present and voting.
rlhs charter may be amended, provided such
amendment be eoncurred in BY tT hirss Of the
votes east. Such amendments may proposed a.
either Of the general meetings provided for ~ THIS
charter, or at any meeting called IN accordance
publication giving notice to the stockholders Of
such meeting, whether regular or called, shau
state that amendment OF amendments TO
the charter are to be proposed at such meetings.
ARTICLE XVIII.
At the time Of the dissolution Of this charter, OF
sooner If ordered by a vote Of twOthirds Of the
stock voted under strictOns Of article nine tho
affairs Of the company shall be Hquidated, itB
de bis paid and its sssets distributed, and unless II
shall ~ otherwise directed a. the meeting which
determines upon the hnuidati0n, the then existing
Board Of Directors shall constitute the commission
ers Iquidsde its affairs and shall for that pur-