The herald. [volume] (New Orleans, La.) 1905-1953, 1912-05-09

LEANS.
Be it known. that on this 18th day OF
April. in the year nineteen hundred and
twelve, before me, Martin H. ManiOn, a no.
tary public, duly commissioned and quail
ned. in and for the parish and state afOre-
said, and in the presence OF the witnesses
hereinafter named and undersigned, person
ally came and appeared: Charles y. Skin
ner OF full age and resident OF the city
OF New Orleans Charles L. Campbell, also
OF full age and resident Of Shreveport,
Louisiana, and William T.. Arlington. also
or full age. and a resident Of Saginaw, Michi-
gan. who declared that availing themselves
of the provisions of the laws Of the state Of
Louisiana, relative TO the OrganiZatio OF
corporations. they have formed and do by
these presents form and organize them
selves and such others as may hereafter be
Joined with them, into corporation for the
objects and purposes and under the stipla-
tiOnS hereinafter set forth, which they do
hereby accept as their charter, tO-wit:
ARTICLE l.
The name and title Of said corporation
shall be AMERICAN BLOW-PIPE * VEN
Tll4ATING COMPANY, and by that name ii
shall have power and authority to have and
enjoy succession for the term of ninety-nne
years from and after the date thereof
ARTICLE II.
The dOmicile of said corporation shall be
in the city of New Orleans, state of LOuiSi-
ana. and all citations and legal process shall
be served on the president of said corpora
ton, and in case of his absence upon the
yice-preSdent, and in the absence of both
upon the secretary or treasurer. or the sec
retary-treasurer of said corporation.
ARTICLE III.
This corporation shall have power and
authority TO contract, sue and be sued in
its corporate name to make, adopt and use
a corporate seal, and same to break and al
ter at pleasure; TO receive, hold, acquire,
purchase, lease, convey and sell as well as
mortgage, pledge and hypothecate under its
aforesaid name, property both real and per-
sOnal in accordance with provisions of the
bylaws concerning such matters; TO name
and appoint such managers, directors, Off
GERS, clerks and agents as its interest, pur-
poses and convenience may require; to make
and establish such bylaws, rules and regu-
latiOns for the conduct and management of
the affairs OF the corporation as may be
necessary and proper, and the same 10 alter
and change at pleasure by a three-fourths
vote of the subscribed capital stock to bor-
row money, to draw notes and indorse the
same, accept drafts and indOrse the same,
and generally to do and perform all such
acts and things as may be necessary, desira-
BILE and proper for financing and carrying
out OF the purposes and objects for which
this corporation is created: aud said corpO-
ration shall possess all the rights, powers
and privileges now accorded TO corporations
under the laws Of this state, or that may
hereafter be accorded to them by law.
ARTICLE ".
The object OF this corporation and the
purposes for which IL is created and estab-
ltshed, and the nature OF the business 10 be
carried on by ii Is hereby declared to be as
follows: manufacturing exhaust and ven
tilating fans, dust collectors and dust col
lecting apparatus. exhaust and blow piping
and appurtenances thereof, also erecting
same in woodworking factories, cotton
mills, shoe factories, and all other descrip-
ton of factories in which dust producing
machinery Is used also manufacturing and
erecting a general line of galvanized and
black sheet iron work for ventilating and
other purposes, and generally TO do all other
such things that are pertinent to or connect
ed with the object OF this corporation.
ARTICLE v.
hereby fixed at ten thousand dollars (S10,-
100000, to be divided into two hundred
shares OF the par value OF fifty dollars EACH
and this corporation Is authorized to begin
business when one hundred (1O0) shares OF
its capital stock are subscribed and paid for
in cash or its equivalent. The stock may
be issued at not less than its par value for
property or merchandise purchased.
ARTICLE vi.
All corporate powers Of said corporation
shall be vested In a board Of directors, to
be composed of not less than three stock
holders, the officers of which shall be the
president, vice-president, secretary and
urer may be held by one member of the
board and so combined upon resolution Of
the board at any meeting thereof.
The board of directors shall be elected
annually on the second Tuesday in January
Of each year, and should such date fall on
legal holiday then on the next banking
day thereafter. The majority of said board
shall constitute a quorum; the first board
~ hal no Skinner
president; Charles L. Campbell, vice-presi-
dent. and William Il. Arlington, secretary
treasurer, who shall serve until January
l4th, 1913 or until their successors are
The directors shall be elected by the
stockholders, and each share OF stock shall
be entitled to one "a vote, to be cast by
its owner in person or proxy, and the ma
jority Of votes cast shall elect.
They shall have power to contract debts,
borrow money, issue bills Of exchange, notes,
managers and employees as the business
may require, and generally to do all things
| incident to the objects and purposes OF the
said corporation, and shall designate the
powers OF the different officers not other
wise provided therein.
A quorum of stockholders for the purpose
of doing business, other than to make and
establish bylaws, rules and regulations for
the conduct and mana ement Of the affairs
| of the corporation, and to alter and change
| same, shall consist of majority of the sub
Scribed capital stock. after notice to attend
meeting as prescribed in Article VII.
ARTICLE VII.
This charter may be modified changed or
altered or said corporation dissolved, with
the consent of threeJfourths in amount OF
| the subscribed capital stock, represented al
any meeting OF the stockholders convened
| for that purpose, after ten (1O) days preyi
Gus notice OF said meeting shall have been
given by registered letter sent TO last ad
dress shown on stock book
| Whenever this corporation Is dissolved
| by limitation or any other cause, its affairs
| shall be liquidated by two 90 commissioners
elected by three-fourths of the stockholders
| who shall have power to wind up its affairs
dispose of its assets, settle its liabilities and
distribute the proceeds among the stock
| holders.
| ARTICLE VIII.
No stakeholder shall ever be liable for the
| contracts or faults OF said corporation IL
any other sum than the unpaid balance due
| the company on shares of stock owned oil
| subscribed for by him. No share of stool
| shall be transferred, sold or disposed o.
without the owner thereof first giving thirty
| days notice In writing to the other stock
holders. and allowing them the privilege o.
| first purchasing such stock at the aetna
| value All sales or transfers of stock to b
| valid must first be made on the books Of tn,
| company.
Thus dore and passed before me- the un
dersigned notary public, on the date and II
/ the month and wear as hereinabOve written