New Orleans Republican. [volume] (New Orleans, La) 1867-1878, 1872-06-09
CORPORATIONS.
QUARTER. CHARTER.
STATE OF LoUTsIAEA-PARIsH OF ORLEANS
CITY OF NEW ORLEANS.

Charles b. Conrad Henry Dugue Tristram Upper
Charles Angelo Conrad, Robert Bruce, and the
other persons whose names are hereunt0 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 in
this State they have cOvenanted and agreed and by
these presents do covenant. agree, ana bind them
serves 10 form themselves INTO ana eonsbltute
corporation Tor the objects and purposes and under
the supulatons, conditions and regulations 1Ol-
loving to wit:
The name and style of the company shall be
THE BOUCHARD SEWING MACHINE MOTOR
COMPANY. Its dOmicile is hereby established in
the city Of New Orleans, and its duration is fixed
at twenty-five J ears ftOm the date of this act.
1t shall have power to contract, to and be
sued to acquire and own property, real and per-
soual, TO make and use a common seal and gener-
ally 70 do all things requisite and proper to carry
hsIed.
ARTICLE II.
The object and purpose of this company is to
manufacture and sell, and to dispose to others of
the light to manufacture and sell or 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-
1917, and numbered i22 1902 and ls644l as wei as
under any other patents that may hereafter be
ISSUED 20 SAID Bouchard, in this country and else
Nnere, Tor any improvements therein, for any
ouner inventions having the same object in view.
ARTICLE III
The capital stock Of this company shall be one
hundred and nifty thousand dollars divided into
fifteen hundred shares of one hundred dollars
each. Ofth1s 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 to
their respective interests therein as set forth in
an agreement between said owners entered into
before the undersigned notary, on the thrtieth
day of May, 1872 and this in consideration and as
fun payment for their respective patent rights,
to be by them transferred to this company Tbe
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
oeneht CT this company and as working capital.
ARTICLE ".
The affairs of the company shall be managed By
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 Tristram Upper is hereby con
stlfuted the president, and Adolphe BOuchard,
Charles N. Conrad, Henry Dugue and Robert Bruce
the directors of this cOmpant forming the first
uary, 1873.
The president shall preside at ali meetings of the
said board, as well as OF the stockholders, and
shall, in connection with the other members of the
Board of Directors, and under the restrictions
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 aud a treas
urer of the COMPANY, who, together with
the other officers and employees of the COM
pany, shall be chosen by the Board Of Di-
reetOrs who shall also fix the amount of GOmpen-
satiOn or 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 he has
ARTICLE VII.
The Board of Directors shall have full power to
do and perform 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-
tiOn 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 vote ia
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
sh4u be entitled to vote on more than fifty and no
individual or firm more than two hundred
shares The shares voted on by husband tor his
wife, or father tutor for 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
for at least ninety days prior to such election at
least ten shares Of the capital stock OF the COM
pany.
ARTICLE XII
or Obligations of the company beyond the capital
stock owned by him.
ARTICLE XII.
All certificates of stock shall be signed. bv 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
lshed 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 he deemed com
plete until entered thereon No transfer of stock
shall be entered so long as the party desiring 10
transfer the same shall be indebted to the com
pany except with the consent Of the Board Of Di-
reetors.
ARTICLE XIII
Regular semi annual meetings of the stoekboId.
ers shall be held on the first Monday Of 5une and
December of each year. and the election for OH
GERS for the ensuing year shall take place at the
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 tho
capital stock.
ARTICLE XIV.
failure from any cause to elect officers at the
late hXed herein for that purpose shall not dissolve
The Company but the directors then I'M Office shall
hold over until another day shall have been liked
and the election shall have been held. Due notice
d tns meeting, as well as of the regular meetings
Ders.
ARTICLE XIV.
Minutes of the proceedings Of all meetings.
either of The Board Of Directors or of the stock
holders shall he kept and entered in books for that
purpose, which shall at all times during business
lours of business days be open to the examination
If any stakeholder
ARTICLE XVI
No meeting of stockholders shall be held between
July and November IS of each year, or during the
existence of any epidemic unless at least three
ourths of the capital stock voted under the re.
itrctons Of article TX shall be represented
hereat
ARTICLE XVII.
No business snail be transacted at auv meeting
ng of the stockholders unless a quorum Onslst-
no of a m4iOritV Of the members reVrsssufinqa
majority Of Tue STOCK shall be present and voting.
This charter may be amended, provided such
amendment be cOncuued in by tWOthirLs Of the
Otes cast. Such amendments may be proposed at
timer Of the general meetings provided for In this
harter, or at any meeting called in accordance
nth the preceding provisions, provided that the
utilization giving notice to the stockholders of
1ch meeting whether regular or called shall
ate that an amendment or amendments to
ne charter are to be proposed st such meetings.
ARTICLE XVIII.
At the time Of the dissolution Of this charter or
)oner if ordered by vote of twO-thirds of the
Ock voted under restrictions Of article nine fbe
taiTs of the company shall be Hquidated its
e5ts paid and its assets distributed and Itnpss ft
lall be otherwise directed at the meeting winch
eterntnes upon the humiliation, the then existing
oard of Directors shall constitute the commission
rs to hquidade its affairs and shall for that pur-
ose remain in office until that work shall have
zen completed.
Thus done and passed in my office at New Or
ans aforesaid, the daY month and wear inst