The herald., 1911-02-09
CHARTER
OF INTERNATIONAL SAFE AND LOCK
COMPANY.
UNITED STATES OF AMERICA. STATE
OF LOUISIANA, PARISH OF ORLEANS,
CITY OF NEW ORLEANS.


Be il known, that on this twenty-second
day OF the month Of December, in the year
Of our Lord one thousand nine hundred ano
ten, and OF the independence of the United
States OF America, the one hundred and
thirty fifth, before me, W. Morgan Gurley,
Notary Public, duly commissioned and quail
flied in and for the Parish Of Orleans, State
Of Louisiana, and in the presence Of the
witnesses hereinafter named and under
signed, personally came and appeared, the
persons whose names are hereunto sub
scribed, and who, availng themselves of the
laws OF this state relative TO the organiza
ton Of corporations, and the provisions OF
the Constitution Of the said state, have Gov
enanted and agreed, and do by these pres.
ents, covenant and agree, Obligate and bind
themselves, as well as such persons as may
hereafter become associated with them OF
their successors, TO form themselves into 9
corporation or body polite, under the fol
lowing articles, which they adopt as their
charter, towit:
ARTICLE !.
The name OF this corporation shall be
INTERNATIONAL SAFE x LOCK COM
PANY. with its dOmicile in the City Of New
Orleans, Louisiana, and IL shall enjoy sue
cesSiOn for period OF ninety nine l99)
years from date hereof. And it shall have
and exercise, for the purposes OF Its bust
ness, all the powers conferred by law on
similar corporations, and IL shall be au-
thOrized TO do and perform any act or thing,
and 10 conduct any business not specially
prohibited by law TO corporations Ii shall
have power and authority to receive, buy,
own. hold, purchase, ALLEVIATE, lease, rent,
convey, mortgage hypothecate pledge or 9th
erwise cucumber or dispose OF property,
real, personal or mixed; 10 issue bonds, GER
tifcates and notes, or other evidences Of
Indebtedness 10 borrow money and secure
same: to name and appoint its managers
and employees and to fix their compensa-
ton, and 10 discharge them at pleasure.
II shall have elect officers and
directors and agents; to establish such by
laws, rules and regulations as may be nee
essary and proper for the conduct and
management of its business, and the same
to alter. amend or abolish at pleasure to
make and use a corporate seal, or not, at
the discretion OF the board.
1t shall have the right to increase or di
mnish its capital stock. with no other for
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 Its
corporate name, and generally TO do and
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 to estab-
fish such agencies as II 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 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 cOincident Herewith, or pertaining
and to acquire any patent rights,
or TO work same under royalties in any
state Of the United States, or in any foreign
country.
ARTICLE ".
The capital stock Of this corporation is
HEREBY declared TO be fifty thousand dollars
S50,O0O) divided into five hundred shares
5000 of one hundred dollars (S10OO0)
each, which said stock shall be paid for in
lash, or its equivalent, in such amounts
and In such manner as the Board Of Direc
Lors 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
% do business and become a body polite as
soon as twenty-five thousand dollars worth
u stock shall be subscribed for.
ARTICLE V.
All the corporate powers Of this corpora
ion shall be vested in and exercised by a
,oard of not less than three, and not more |
han seven directors, who must be stock |
holders, and who shall be elected annually |
IN the third Thursday in December of each
ear, beginning on the third Thursday in |
december, 1911; the number Of directors |
or the ensuing year shall be determined by |
he stockholders at each meeting held for
he election OF directors; which said direc- |
ors so elected at each annual meeting shall |
proceed at once, or as soon as possible |
hereafter, to elect from among their num-
,er a President, a yice-President and a |
and said directors and
ulcers so elected shall at all times hold
heir respective offices until their successors |
re duly elected and qualified.
The first Board OF Directors of this cor |
Doration is hereby declared to be Clinton |
fulton, John III. Menge, Bernard II: Menge,
nd Walter b. Chilean with the said Wal.
er Il. Chilean as President, said Horace w.
Woodruff as Yice-President, and said Ber-
Iard ii. Menge as Secretary Treasurer,
which said board and officers shall hold
heir respective offices until the third Thurs
lay OF December, 1911, or until their sue
essors are duly elected and qualified.
ANY vacancies occurring In said Board Of
directors for the unexpired term shall be
He'd by the remaining directors for the
emainder of such unexpired term.
Said Board of Directors shall have power
o make such bylaws, rules and regulations
s Ii deems proper.
Any director shall have the right to be
by written proxy to a stockhold-
r (who need not be a member Of the boardl
0 represent him at any directors meeting,
nd may waive any and all notices of meet
ng by written notice to the Secretary. Two
lembers OF the board shall constitute a
uorum, provided said board does not ex-
eed five, and should said board exceed five
, number, three shall be a quorum thereof
All checks, notes, bonds, and other evil
ences OF Indebtedness, and all contracts, |
lust be signed by the President and the
treasurer, and in their absence, or inabil-
y TO act, by the Vice-President and the
treasurer, and same shall not be binding
pom this corporation unless SO signed. ANY
ontract OF this corporation, in amounts to
n excess OF five hundred dollars (S5O0.OO)
hall not be In any way binding upon this
oard Of Directors.
No stakeholder shall be allowed to sell his
lock without first Offering same to the re-
aiming stockholders, through the Board of
directors, at Its then book value, which said
fer must be in writing; and should said
ockholders decline to purchase same at its
len book value, within ten days from the
ling OF such written offer, he shall be at
berty to otherwise dispose Of his stock.
ARTICLE VI. I
The failure to hold an election, or to elect I