New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1872-06-18
CORPORATIONS.
CHARTER. ACKNOWLEDGEMENTS CHARTER.
STATE OF LoUISIANA-PAR1SH OF ORLEANS
CITY OF NEW ORLEANS.

CITY OF NEW ORLEANS.
| ~, ne II knoTn that on this third dav ef June
IN Lhe year OF our Lord one Thousand EIGHT hundred
| anu st,Vehty-tW0t and of the indepepdence az tina
my Sih ..eS ~ Ainegiea the ninety sixth before
me HlenoIlis browse Trtst, notary public in ana
for the parish Of Orleans State of I6uisisna d,I,
commissioned ana qualified aud in the presence Of
| the witnesses hereinafter named an undersigned
| personally came and appeared AdOlpbe Boue6o1d'
| Shalies " conrad, Henry Dugue, Tristraua Upper
| other persons whose names are hereunto sub-
scribed, who declared that, awaiting themselves Of
the provisions of the statutes of the State of os
lana, relative TO the organization of corporstDns ia
thisState, they have oovenanted and agreed and nv
these presents do covenant agree ana bind fbeTS.
selves to form themselves into and constitute a
corporation for the objects and purposes and under
the stpulations, conditions and regulations fol-
ARTICLE I.
The name aud style of the company shall be-
THE BOUCHARD SEWING MAUHINE MOTOR
SOMFANl. It's domicile is hereby established in
the city Of New Orleans, and its duration Is fixed
at twenty-five years from the date Of this act
II snail have power to contract, TO sue and be
sued, TO acquire and own property real and per-
SQUAT, 10 make and use common seal, aud gener-
ANY to do al things requisite and proper to carry
lished.
ARTICLE II.
The object and purpose of this eompanyis to
manufacture and SELL and to dispose 10 others Of
II
United States and elsewhere, the apparatus ma
ehlEery, or motor for running working sewing
machines, invented BY AdOlphe BOuohard and tor
which two patents have been granted dated re-
specuvely siXteeath January and seventh Nav
1877, and numbered l22 ,s02 and 44l as wei as
under any other patents that may hereafter DO
issued to said BOuchard in this country and else
%here, ior any improvements therrin, for any
other inventions having the same object in view.
ARTICLE H.
The capital stock Of this company shall be one
hundred and nifty thousand dollars divided into
fifteen hundred shares of one hundred dollars
each. Otthis number, twelve hundred and eighty
shaIes, IspIeSehtlng 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 as set forth in
an agreement between said owners entered into
before the undersigned nOtary on the thirtieth
day of May 1872, and this in Consideration and ne 3
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 as
the Board OF Directors shall determine, for the
benefit VI this company and as a working capital
ARTICLE ".
The affairs of the company shall be managed bv
board consisting of a president aud four direc-
tors, who shall be elected annually their term OF
office to commence gu the first Monday OF January
OF each year and Tristram Upper is here by con
stiiuted the president, and Adolphe BOuChard,
Charles NJ. Conrad, Henry Dugue and Robert Brues
the directors of this cOmpant forming the first
board. to hold office until the first Monday Of jan
uary, 1878.
ARTICLE V.
The president shall preside at al meetings of the
said board, well as OF the stOckhOlders and
shall, in connection with the Othe members of the
Board Of Directors and under the restric tiORs
hereinafter imposed be the executor OF the ifairs
OF the company and all summons OF 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 companJ, who, together with
pany, shall be chosen by the Board Of Di-
rectOrs, who shall also fix the amount Of compen-
satiOn or salaries to be paid them; provided that
salary shall commence TO run until prodts
shall be realized by the company sufficient TO pay
the same; and, provided further that the salary Of
the president shall at time be either increased
or diminished during the year for which he has
ARTICLE VII.
The Board of Directors shall have full mower to
do and perform all things necess airy or proper to
carry into full effect the objects and purposes Of
this charter and which are not i'm 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 ff
teen days before the expiration of his term of of
flee, 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 descrp-
company, 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 or
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 a husband for his
wife, or father or tutor for 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 presiden or
director who does not hold at the date of his cleo
ton and during his term of office, aud has not held
for at least ninety days prior to such eectiO n at
least ten shares Of the capital stock Of the com
pany.
ARTICLE XII
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 10 be estab
Itsneu ~ the D0atu. transfers snail Do made upon
said books, and signed by the holder or his attor-
ney in fact, and no transfer shall he deemed com
plete until entered thereon. No transfer Of stock
shall be entered long rs the party desiring to
transfer the same shall be indebted to the com
panyi eaceptwith the consent Of the Board Of Di-
rectors.
ARTICLE XIII.
Regular semi annual meetings Of the stoo khold-
ers shall be held on the first Monday Of June and
December of each year and the election for 0fa
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
together not less than one hundred shares OF the
capital stock
ARTICLE XIV.
failure, from any cause to elect officers at the
date fixed herein for that purpose shall not ssolve
the Company, but the directors then ia office shall
hold over until another day shall have been xeA
ana the election shall have been held. Due notice
OF thlB meeting as well as OF the regular meetings,
pers.
ARTICLE XIV.
Minutes Of the proceedings of all meetings.
either Of he Board Of Directors Of the st OCk.
holders shall be kept and entered in books for that
purpose, which shall at all times during bust neg
hours Of businessdays be open to the eXamlna ton
Of any stakeholder.
ARTICLE XVI.
No meeting Of stockholders shall be held between
July aud 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-
strictioHs Of article TX shall be represented
thereat.
ARTICLE XVII
No business snail be transacted 40 any meeting
ing Of the stockholders unless a quorum cnn.lst.
inc of a majority Of the members rerr.saDfip0a
This charter may be amended. provided such
amendment be- cOncurred IN by tv, h.r0s Of the
votes cast Such amendments may proposed at
either Of the general meetings provided for In this
charter, or at any meeting called IN accordance
with the preceding provisions, provided that tho
giving notice TO the stockholders Of
state that amendment or amendmcuts 10
the Charter are 10 be proposed at such meetings.