The herald., 1911-01-19

ity 10 contract. TO sue and be sued in its
corporate name, and generally 10 do ana
perform all such acts as may be necessary |
and proper to execute and carry out the
purposes Of this corporation.
II shall have the power and authority 10
enter into and operate any KIND OF business
factory, plant, or enterprise, and TO estaD- |
fish such agencies as il may choose for the
conduct Of its business, here or elsewhere.
ARTICLE II.
All citations and other legal processes
shall be served upon the President OF inns
corpora ton, and in his absence or lnahlllty
to act then upon the Treasurer, at the 10
micile Of the corporation
ARTICLE III.
The purposes for which this corporation
is organized, and the nature Of the business
TO be carried on by ii are hereby declared
TO be To deal in safes, locks, safety vaults.
safety locks, and any and all manner Oh
locking or safety designs and appliances,
at wholesale or retail, and to manufacture
same or any parts thereof, and TO deal IN
any merchandise akin thereto, and to es-
tablish furnaces foundries. or any plant or
plants coincident Herewith, or pertaining
thereto and to acquire any patent rights
or to work same under royalties IN any
state Of the United States, or in any foreign
country.
The capital stock of this corporation is
HEREBY declared TO be fifty thousand dollars
$50. 0OOl divided into five hundred shares
l5OOl of one hundred dollars (SlOoOo)
each, which said stock shall be paid Tor IN
cash, or its equivalent, in such amounts
and in such manner as the Board or Dlrec
tors NAV determine; or it may be issued
full paid and worcestershire Tor properly
actually purchased, or for labor actualIy
performed and rendered to this corporation;
And said corporation is hereby authorized
TO do business and become body polite as
soon as twenty i've thousand dollars worth
OF stock shall be subscribed for.
ARTICLE V.
All the corporate powers Of this corpora
ton shall be vested in and exercised by a
board OF not less than three, and not more
than seven directors, who must be stock
holders, and who shall be elected annually
on the third Thursday in December OF each
wear, beginning on the third thursday IN
December, 1911; the number OF directors
for the ensuing year shall be determined by
the stockholders at each meeting held for
the election OF directors; which said direc,
tors SO elected al each annual meeting snail
proceed at once, or as soon as possible
therea fter, to elect from among their num-
Der President, a Nice-President and
Secretary Treasurer and said directors and
officers so elected shall at all times hold
their respective Offices until their successors
are duly elected and qualified
The first Board Of Directors of this cor
poratiOn is hereby declared TO be clinton
| Fulton, John ii. Menge, Bernard IL. Menge,
John A. Taylor and Horace w. Woodruff,
| and Walter Il. Chilean; with the said wal
| ter Il. Chilean as President, said Horace w.
Woodruff as Vice-President, and said Ber-
| nard III. Menge as Secretary Treasurer,
| which said board and officers shall hold
their respective offices until the third Thurs
| day of December, 1911, or until their sue
cessors are duly elected and qualihed.
| ANY vacancies occurring in said Board or
| Directors for the unexpired term shall be
| filled by the remaining directors for the
remainder of such unexpired term.
| Said Board OF Directors shall have power
to make such bylaws, rules and regulations
as it deems proper.
] ANY director shall have the right to be
| represented by written proxy TO stOckhoid-
| er (whO need not be a member OF the board)
to represent him at any directors meeting,
| and may waive any and all notices OF meet
| ing by written notice TO the Secretary. Two
members of the board shall constitute
| quorum, provided said board does not ex-
| coed five, and should said board exceed five
| in number, three shall be a quorum thereof.
| All checks, notes, bonds, and other evil
dences OF Indebtedness, and all contracts,
| must be signed by the President and the
| Treasurer, and In their absence, or inabil-
| ity to act, by the Nice-President and the
| Treasurer, and same shall not be binding
| upon this corporation unless so signed. Any
| contract Of this corporation, in amounts TO
an excess Of five hundred dollars tS5OO.OO)
shall not be in any way binding upon this
| corporation, unless first approved by the
| Board of Directors.
| No stakeholder shall be allowed to sell his
stock without first Offering same to the re-
| naming stockholders, through the Board OF
| Directors, at its then book value, which said
| offer must be in writing; and should said
| stockholders decline to purchase same at its
| then book value, within ten days from the
| filing OF such written offer, he shall be at
liberty to otherwise dispose Of his stock.
| ARTICLE VI
The failure to hold an election, or to elect
either directors or officers of this corpora
| ton on the day fixed therein, shall not for
| felt or invalidate this charter, nor affect
| this corporation in any way, but the then
| existing Board OF Directors, and officers, or
| both, shall retain their offices until a meet
ing shall be held or until such board and
officers are elected.
ARTICLE VII.
This charter may be amended. altered, or
modified, or the capital stock increased or
| diminished, or this corporation dissolved by
| a vote Of three-fOurths of the stock issued
| at a meeting called for that purpose, after
thirty days consecutive notice thereof shall
| have been published in one or more news
| papers in the city OF New Orleans, just prior
TO said meeting, and by the mailing of let
| tiers TO each stakeholder, at his last known
address, at least forty days prior TO said
meeting.
| At the dissolution Of this corporation
either by limitation or otherwise, its affairs
shall be liquidated by the then board OF di
rectors. who shall be vested with full power
TO liQuidate and wind up its affairs.
No stakeholder shall ever be held liable
or responsible, for the contracts or fault,
of this corporation, nor shall any mere in
formality in the organization hereof, hav,
the effect Of rendering this charter null, Of
Of exposing any stakeholder to any liabilit!
| Hereunder.
Thus done and passed, in my office at thu
City OF New orleans, on the day, month anC
| year herein first above written, in the pres
ence OF Pierre A. Lelong. Jr., and David b
| H. Chafe, competent witnesses, who here
| unto sign their names with the said appear
ers and me, Notary, after reading >of thu
whole.
Original signed: Horace W. Woodruff, ]
II H. Menge. Jr., b. III. Menge, Clinton Fulton
/ ". Il. Chilean, per Clinton Fulton, j. A
Taylor, Jno. c. Donovan PIP. B. Ii. Menge.
Witnesses ID. b. III. Chaffe, +. A. Lelong
Jr. W. MORGAN GURLEY,
II Not. Pub.
/, the undersigned Recorder Of Mortgages