The herald. [volume] (New Orleans, La.) 1905-1953, 1911-02-02

d
the discretion OF the board.
Ii shall have the right to increase or di-
miniSh its capital stock, with no other Tor
malities than hereinafter provided for, and
according TO law.
Ii shall also have the power and author
ity to contract, 10 sue and he sued in It's
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.
1t shall have the power and authority to |
enter into and operate any kind OF business
factory, plant or enterprise, and 10 estaD-
fish such agencies as it 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 this
corporation, and in his absence or inability
to act then upon the Treasurer, at the do
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 il are hereby declared
to be To deal in safes, locks safety vaults,
safety locks, and any and all manner or
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'
tahliSh furnaces, fOundrieS, or any plant or
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 10 be fifty thousand dollars
$50, OOOD divided into five hundred shares
(5OO) of one hundred dollars (S1OO.OO)
each, which said stock shall he paid for in
cash, or its equivalent, in such amounts
and in such manner as the Board or Dlrec-
tors may determine; or it may be issued
full paid and worcestershire for property
actually purchased or for labor actually
performed and rendered to this corporation.
And said corporation is hereby authorized
to do business and become a body polite as
soon as twenty-five 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
year, 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 at each annual meeting shall
proceed at once, or as soon as possible
thereafter, to elect from among their num-
Der a President, q Nice-PrcSident 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 III. Menge,
John A. Taylor and Horace W. Woodruff,
and Walter b. Chilean; with the said Wal
ter Il. Chilean as President, said Horace W.
Woodruff as Vice-President, and said Ber-
nard ii. 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 qualified.
Any vacancies occurring in said Board OF
Directors for the unexpired term shall be
remainder of such unexpired term.
Said Board Of Directors shall have power
to make such bylaws, rules and regulations
as II deems proper.
Any director shall have the right to be
represented by written proxy to a stOckhOld-
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 a
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 Vice-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 $500 OO)
shall not be in any way binding upon this
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 n re han hoo ,..bg oh n
oher must be in writing; and should said
stockholders decline to purchase same at its
then book value, within ten days from the
Ming 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 |
or this corporation dissolved by |
vote OF three-fourths Of the stock issued |
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 10 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 |
10 liquidate and wind up its affairs
No stakeholder shall ever be held liable |
or responsible, for the contracts or faults
Of this corporation, nor shall any mere in.
In the organization hereof have
the effect Of rendering this charter null. or /
Of exposing any stakeholder TO any liability /
Hereunder.
Thus done and passed, In my office at the
City of New Orleans, on the day. month and
year herein first above written, in the pres
ence OF Pierre A. Lelong, Jr., and David b, /
II. Chaffe, competent witnesses who here
INTO sign their names with the said appear
FRS and me, Notary, after reading Of the
whole.
Original signed: Horace W. Woodruff. ] |
II. Menge, Jr., B. ii. Menge, Clinton Fulton.
". b. Chilean, per Clinton Fulton, ]. A,
Taylor, Jno. c. Donovan pp. B. Ii. Menge
Witnesses d. b. III. Chaffe, p A. Lelong.
Ir. w. MORGAN GURLEY,
Not. Pub