The herald. [volume] (New Orleans, La.) 1905-1953, 1912-11-21
ARTICIE Nv

|
hereby fixed at the sum OF ten thousand
| (S1O, 0O0.OO) dollars, divided into and repre-
sented by two hundred (200) shares of stock
of the par value of fifty (s5O.OO) dollars
| in property actually received, or services
actually rendered, and may be paid for espe-
cially In the purchase OF patents, patent
rights and patents applied for on appli-
ances incident to Its business, In such man.
ner and at such times as the board of direc-
tors shall determine. This company shall
be a going concern as soon as three thou
sand (S3. 0OOOO) dollars OF the capital stock
shall have been subscribed for.
| No stakeholder shall have the right to
assign or transfer his stock In this corpo::
ration, until he shall have given ten days
| prior notice, in writing, to this corporation.
Of such intention to SELL assign or transfer
said stock, and the other stockholders here
of shall have the first privilege OF purchas-
| ing same, at its then book value, during
such ten days. After such ten days notice
shall have elapsed and no other stakeholder
the same may be sold in open market. Stock
may be transferred only on the books Of the
company.
ARTICLE V.
All the corporate powers OF said c0rpo-
ration shall be vested in and exercised by
a board of directors, which shall be com
posed OF four stockholders TO be elected
annually on the first Monday of November
In each year. beginning in 1913.
All such elections shall be by ballot, con-
Quoted at company's office, under supervi-
sion OF one or more commissioners, selected
by the board Of directors. Notice Of cleo
tions shall be published in New Orlans not
less than ten days prior to such election.
Each stakeholder shall at all stockhold-
ers meetings and elections, be entitled to
one vote for each share Of stock standing In
his name on the books of the company,
which vote may be cast in person or by
written proxy. At elections a ma jority OF
the votes cast shall elect
The remaining directors shall fill any va
aon In hn 70
OF their term.
Failure to elect directors on date pro-
vided for herein shall not dissolve the cor.
poration but directors then in office shall
remain In office until successors are elected
and qualified.
Three directors shall constitute a quorum
for the transaction OF any business.
The board of directors may appoint such
officers, managers, agents, clerks and other
employees as Ii may deem necessary for Its
purposes and business and dismiss same at
pleasure: 1t may make and establish, as
well as alter and amend, any and all by
laws, rules and regulations necessary and
proper for the support and management OF
the business and affairs OF this corporation
orally all other rights and powers vested
by law in this corporation and not specific
ally set out in this article
Each director shall have the right and
authority TO appoint, In writing, any stock
holder or director proxy, to represent
him. at any and all meetings Of the board.
The first board of directors shall be CON-
posed Of Lyman c. Reed. Douglas III. Homes,
Charles b. Murphy and william Fl. B:
Spangenberg. with the said Lyman c. Reed
as president. Douglas II. Homes as vice
president, and Charles b Murphy as ssere .
until the first Monday In November, 1913.
or until their successors are elected and
qualified.
elect from their own number a president
and a vice-president. They shall also elect
a secretary-treasurer who need not be a
stakeholder: In case OF the inability OF any
cause the board Of directors shall have the
power to fill such Office temporarily or per-
manently as may be necessary
ARTICLE VI.
This act Of Incorporation may be altered
or amended, or this corporation dissolved,
stock represented at a general meeting of
the stockholders called for such purposes,
after notice Of such meeting shall have been
published in one or more newspapers pub
lished in New Orleans once a week for four
weeks, and after a written notice to each
mailed to him forty days prior
to date of meeting at the address designat-
ed by him to . said company In writing
The capital stock Of this corporation may
be increased or decreased In the manner
now provided By law; VIII
When this corporation is dissolved by linn
ftation OF its charter or from any other
cause its affairs shall be liquidated by two
who shall be elected at a gen.
eral meeting to be called after the same
notice and In the same manner as Is pro-
vided for the election of directors In Article
V of this charter Said commissioners shall
remain In Office until the affairs of the cor
poration shall have been fully liquidated.
In case OF vacancy remaining commissioner
shall fill same.
ARTICLE TX.
No stakeholder shall ever be held liable
for the contracts or faults of said corpora
ton in any further sum than the unpaid
balance due the corporation on the shares
Of stock owned by him, nor shall any mere
in organization have the effect
Of rendering this charter null or Of expos
ing a stakeholder to any liability beyond
that unpaid amount remaining due on his
stock.
Thus done and passed in my Office in the
rity OF New Orleans. on the day, month and |
year first above written, in the presence of |
Messieurs James c. Hills and Henry L. /
Sarpy, competent witnesses of lawful age, |
residing In this city, who hereunto sign |
their names with the said appearers and |
ne, notary. after due reading OF the whole |
(Original signed): Lyman c. Reed. and |
,thers. (Witnesses) J. c. Hills, Henry L. |
sarpy.
W. L. HUGHES, Not Pub. |
I, the undersigned recorder of mortgages |
n and for the parish of Orleans. state of |
louisiana, do hereby certify that the above