The herald., 1912-06-13


sued In It's corporate name; to make and
use a corporate seal, and the same to breal
or alter at pleasure to hold receive pur
chase, convey, mortgage, hypothecate OF
to issue bonds, notes and other obligations
TO have and employ such managers, direc
TORS, omcers, agents and other employees
as the interest and convenience Of said cor
poratlon may require or demand; and II
make and establish such bylaws, rules anC
regulations for the corporate management
and control Of the business and affairs Of
the said corporation as may be deemed nee
ARTICLE III.
The domicile of said corporation shall bt
In the City of New Orleans, State of Lou
isiana, but Ii may establish Offices and agen
eies throughout the United States of Amer
lea, or foreign countries. All citations and
other legal process shall be served on the
president and in his absence on the vice
president Of said corporation In case OF
the absence or inability OF both of said Off
GERS then said process shall be served on the
secretary of said corporation.
ARTICLE III.
The objects and purposes for which this
corporation is organized and the nature OF
the business TO be carried on by IL are here
by declared TO be: to build, manufacture
deal in, buy or sell for its own account OF
Tor the account of Others, all kinds of ma
chinery and its accessories, tools and mill
supplies; to buy, sell and deal in any and
all merchandise and products used by the
ufactured by this company for the purpose
or preparing and manufacturing feeds and
any other products; to purchase, lease, sell
construct and erect or contract for the con.
structiOn and erection of work shops and
mechanical plants 10 further the produc
ton or said machinery and its accessories
tools and mill supplies and the products OF
said machinery, and generally 10 do and
engage In any other business, undertaking
or enterprise connected with, growing out
OF, germane or incidental to any of the OBJ
jectS and purposes hereinabove set forth or
contemplated by this &c charter
The capital stock of this corporation is
hereby fixed at the sum of one hundred
thousand (S100.00OD dollars, divided into
one thousand 10000 shares of the par value
shall be paid for in cash on the call of the
board of directors, or may be issued at not
less than par for services rendered TO OF
property purchased by this corporation.
All shares of stock shall be full paid and
worcestershire. No transfer of stock shall
be binding upon the corporation, unless made
upon its books, and all certificates of stock
shall be signed by such officers as may be
designated by the board of directors.
ARTICLE V.
All the corporate powers fthis company
shall be vested in and the management and
control of its business and affairs shall be
exercised by a board of directors TO be com.
posed of seven stockholders, a majority OF
whom shall constitute a quorum for the
transaction OF all business. Said board OF
directors shall be elected annually by ballot
of the stockholders on the second Tuesday
Of May of each year. Each stakeholder
shall be entitled In person or by written
proxy, to one vote of each share of stock
owned by him and standing in his name on
the books of the corporation, and all cleo
lions shall be held under such rules and
regulations as may be determined by the
board of directors, but, after at least ten
days notice of such election shall have been
paPh pEhnldAF known
address, or by publication In one Of the
daily newspapers published In the city OF
New Orleans for at least ten days preced-
ing such election The directors thus elect.
until their successors shall have been duly
elected and qualified No failure to hold an
election shall be regarded as a forfeiture OF
this charter. Any vacancy occurring on
said board OF directors shall be filled by the
remaining directors for the unexpipred term
Said board of directors shall at its first
meeting after its election, elect from among
its number, a president, vice-president, a
the two last mentioned Offices into one and
may even elect a secretary who need not be
a stakeholder. Said board of directors shall
have the power and authority to appoint and
dismiss such clerks, managers and other
employees Of the corporation, including the
secretary, who Is not stakeholder. as con-
dtions may justify or the business Of the
corporation may require. The tenure OF
Office OF all employees Of the corporation
shall be during the pleasure Of the board OF
directors.
ARTICLE VI.
No stakeholder shall ever be held liable
or responsible for the contracts, faults or
debts of said corporation, nor shall any
mere informality in its organization have
the effect Of rendering this charter null, OF
Of exposing stakeholder TO any liability
beyond the unpapid balance due on the
shares Of stock owned by him.
ARTICLE VII.
This act Of Incorporation may be changed
modified or altered, or this corporation may
be dissolved with the assent of the stock.
holders owning a majority Of the stock OF
the corporation at meeting convened Tor
that purpose and after at least ten days
notice Of this meeting shall have been given
to each stakeholder as provided for In Ar
ticle V of this charter. In case of the dis
solution Of this corporation by the expira'
ton Of this charter or otherwise, the stock
holders shall elect three llquidators from
among their number to liquidate and settle
the business and affairs of the company. In
case of the death or inability of any of said
commissioners or liquidators, the survivor
or survivors shall appoint a successor to
ARTICLE VIII.
Until the election to be held In May, 1913
the following named stockholders shall con
stitute the first board of directors, viz j.
Ed. Thebaud, F. L.. Kinsey.. j. A; Craig
Jules NJ. wogan, John A. Wogan, Maurice
@. Wogan and Gilbert Halter, with the said
Jules NJ. Wogan as president, the said FRED
L. Kinsey as vice-president, and the said
John A. wogan as secretary-treasurer.
Thus done and passed at my office In the
City Of New Orleans, on the day, month and
year, herein first above written, In the pres
ence of Theodore A. Beck and Anthony
Troyani, both of this city. competent wit
nesses, who have hereunto signed their
names with the said appearers and me, no.
tary, after due reading of the whole. 10
Original signed: Frederick l.. Kinsey, &c
shares; Jules VI. wogan, 600 shares John
A. Wogan, 200 shares. T. A. Beck, Ant
TroyanL ~. ,,,A
I, 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 or the
Kinsey Machine Company was this day
duly recorded In my Office in book 1853, To-
lilo =. New Orleans, La, May IA, 1912.