The herald., 1912-04-04


ARTICLE ".
The capital stock Of this corporation shall
he fifty thousand dollars tS5O.0O0.00l, di-
vided into five hundred (JOO) shares Of the
par value of one hundred dollars (SlOO.OO)
each. This stock shall be issued only for
cash or in payment OF property or services
actually received by or rendered TO said
corporation. This corporation shall com
menCc business and become a going concern
Of its capital stock shall have been sub
Scribed and paid for. Said stock shall be
fully paid at the time OF its issuance and
thereafter worcestershire, and the capital
stock may be increased or decreased in the
manner provided by the laws OF this state.
The parties to this act hereby declare
that they subscribe for the number Of shares
Of the said capital stock. set opposite their
respective names and signatures hereto, so
that this act OF Incorporation shall serve
as an original subscription.
ARTICLE V.
The business and affairs OF this corpora
tiOn shall be conducted by. and all corpo-
rate powers shall he lodged in, a board OF
directors. TO be composed Of not less than
three or more than five stockholders. which
said board Of directors shall be elected each
year at the annual meeting OF the stock
holders
The first board of directors. who shall
OF the corporation, shall consist OF John A.
kruSe. :. L. Coleman and W. l.. LangwOrthy.
and these directors shall hold office until
the third Monday in February, 1918, or un.
and inducted into office.
The said board OF directors shall have
power TO make all rules and regulations for
the government and management OF this cor
pOratiOn; ii shall he the full power and au-
thOrity in the management and control OF
the affairs OF the corporation, with power TO
delegate such OF its power and authority in
the mana agement and control OF the business
and affairs Of the corporation to any officer
Of the corporation as IL sees tit. 1t shall
have the power tQ,fil any vacancy occurring
in its number. 1t shall have power and au-
thOrity to employ and dismiss employees.
\ majority OF the board OF directors voting
at any one time in person or by proxy shall
be required to pass any resolution or adopt
any bylaw. and when so adopted said reSO-
luton or bylaw shall become valid cOrpo-
rate acts.
Upon the third Monday in February. 1913.
and on the same day OF each succeeding
year. except when such day may be legal
holiday and then upon the next following
lay day, the stockholders shall elect board
or directors to serve for the ensuing wear
from Its election or until a succeeding board
OF directors shall have been elected and quail
itied; the board OF directors designated by
this act TO hold Office until the third Mon
day in February. 1913, or until their sue
ceSSors shall have been elected and qualified
elect from their number the officers Of the
corporation, who shall be n president vice
president and secretary-treaSurer. no per
son 10 hold more than one OF the above Of
hce5 at the same time, the office OF secretary
treasurer being one office.
The election OF directors shall be by ballot
and the person receiving the highest number
OF votes shall be elected. For electing d.
rectorS or voting on any other matter, each
share OF stock, whether present or represent
ed by proxy shall be entitled 10 one vote
and a majority Of the votes cast shall be
required to pass any resolution or decide
any question submitted to the stockholders
except for the alteration OF amendment OF
this charter or the dissolution OF the cor
poration as hereinafter provided.
The first officers OF the corporation are
hereby declared to be John A. KruSe. pres
ident: s. L. Coleman. vice-president W. r.
lAngworthy. secretary-treasurer. and these
ofhcers shall exercise all the powers and
perform all the duties Of their respective
offices until their successors are elected and
qualified.
ARTICLE VI.
Notices OF all meetings Of stockholders
for electing directors or any other purpose
except as hereinafter provided shall be
given in writing by the secretary-treasurer
10 be deposited in the mail at least ten days
before such meeting, directed TO each stock
holder at his last known address appearing
on the books Of the corporation: but such
notice may be waived by the consent in
on the books Of the corporation.
ARTICLE VII.
Thi. act Of Incorporation NAV be modified.
added to, changed or amended, or this cor
poration may be dissolved by and with the
assent of the holders Of three -fourths in
amount Of the outstanding stock, given at
a general meeting Of the stockholders to be
after ten days prior notice, to be
given in one OF the daily newspapers pub
lished in the city OF New Orleans, in addi-
tion to the personal notice to each stock
holder, as provided in Article vi Of this
charter; and such changes as may be made
in reference to an Increase or decrease of
the capital stock shall be preceded by such
notices, delays, formalities as are required
In the event OF the dissolution of the said
corporation, either by limitation OF its char
ter or otherwise. its affairs shall be liquida-
ed by three (3) commissioners to be ap-
pointed and elected at a special meeting
called for that purpose as above provided
and who shall remain in office until the af-
fairs OF said corporation shall be fully H.
quidated; and In case of the death OF one
or more Of said liquidators the survivor or
survivors shall continue TO act.
ARTICLE VIII.
No stockholder shall be held liable or re-
sponsible for the contracts or faults of this
corporation, in any further sum than the
uHpdiu uue Dy MIN 10 the cOrDOrH-
tion on the shares owned by him. nor shall
any mere informality in organization have
the effect of rendering this charter null or
OF exposing the stockholder to liability be-
yond the amount OF his unpaid stock, II any,
Thus done and passed, at my office in the
city OF New Orleans, on the day, month and
year first herein written, in the presence OF
Messrs Jas. E. 0'Hern and r. p. Wood
ford, competent witnesses, who hereunto
sign their names together with the said ap-
pearers and me, notary, after due reading
or the whole OF these presents.
(Original signed): John A. Kruse, 332
shares; s. 2. Coleman, share: W. p. Lang
worthy, 165 shares; Chas. W. Snider, I
share: John F. Long, l share. Cwitness-
es) II. p. Woodford. Jas. f. O'Hern.
LEWIS X. GRAM, Not Pub
Recorded In N. o. B. 1851, folio =.
|, the undersigned recorder of mortgages,
In and for the parish of Orleans, state of
Louisiana, do hereby certify that the above
and foregoing act of Incorporation of The
John A. Kruse Engineering Company was
this day recorded in my Office, in book 1851,
New Orleans. February 81. 1912.
(Signed) EMILE LEONARD, d. r.
A true copy.
LEWIS r. GRAM, Not. Pub.
feb % mch IA p % apl 4 10
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