The herald. [volume] (New Orleans, La.) 1905-1953, 1911-01-26


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 ana authority lol
enter into and operate any kind Of business,
factory. plant, or enterprise, and to estaO-
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 or TINS
and in his absence or inability
to act. then upon the treasurer, AT the 90
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 1t are hereby declared
to be To deal in safes, locks, safety vaults,
safety locks, and any and an manner OF
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 cOincideut 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
(JOOI of one hundred dollars (S1OO.Ou)
each, which said stock shall be paid for In
cash. or its equivalent, in such amounts
and in such manner as the Board or Direc-
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
fNNa fy- flDnsln dollars worth
Of stock shall be subscribed for
ARTICLE V.
All the corporate powers Of this corpora
tiOn shall be vested in and exercised by
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 President, a Vice President and a
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 Il. Chilean; with the said Wal
ter B. Chilean as President, said Horace W..
Woodruff as Nice-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
filed 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 ii deems proper.
Any director shall have the right to be
represented by written proxy to stOckhold-
er (whO need not be a member of the boardl
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 evi.
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 signed. Any
contract of this corpora tiOn, in amounts to
an excess Of five hundred dollars ($5O0.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 al 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.
tion 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 he amended, altered, or
modified, or the capital stock increased or
diminished, or this corporation dissolved nv
vote of three-fourths OF the stock issued
at 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 inst nrior
TO said meeting, and by the mailing Of let
tiers TO each stockholder, at his last known
address, at least forty days prior to said
meeIlng.
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
fOrmality 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
H. Chaffe, competent witnesses, who here
unto sign their names with the said appear
ers and me, Notary, after reading OF the
whole.
Original signed Horace W. Woodruff, ]
III. Menge. Jr., b. ii. Menge, Clinton Fulton
W. b. Chilean, per Clinton Fulton, J. A.
Taylor. Jno. c. Donovan PIP. B. II. Menge.
Witnesses d. b. III. Chaffe, Z. A. Lelong
Jr. W. MORGAN GURLEY,
Not. Pub.
!, the undersigned Recorder Of Mortgages,