The herald. [volume] (New Orleans, La.) 1905-1953, 1912-06-06

years from the date hereof; 1t shall have
power and authority to contract, sue and be
sued In Its corporate name; t. make and
use corporate seab and the same to break
or alter at pleasure; to hold, receive, pur-
chase, convey, mortgage, hypothecate or
pledge property, real, personal and mixed
TO issue bonds, notes and other obligations
10 have sand employ such managers, direc-
tors, officers, agents and other employees
as the interest and convenience Of said cor
poration may require or demand; and to
make and establish such bylaws, rules and
regulations for the corporate management
and control Of the business and affairs of
the said corporation as may be deemed nee
essary and expedient.
ARTICLE II.
The domicile of said corporation shall be
in the City of New Orleans, State Of Lou
isiana, but 1t may establish Offices and agen-
cies 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
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 it are here
by declared to be: TO build, manufacture,
deal in, buy or sell for its own account or
for 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
machinery and apparatus sold, built or man
ufactured by this company for the purpose
of 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 to further the produc-
ton of said machinery and its accessories,
tools and mill supplies and the products Of
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 charter.
ARTICLE Nv.
The capital stock of this corporation is
hereby fixed at the sum of one hundred
thousand (SlOO, OOO) dollars divided into
of one hundred (S10O) dollars each, which
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 10 or
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 o fthis company
shall be vested in and the management and
control Of its business and affairs shall be
exercised by board of directors to be COM
| posed of seven stockholders, majority of
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
| tions 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
| given to each stakeholder at his last 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
ed shall continue In office for one year oil
| until their successors shall have been duly
! elected and qualified No failure to hold ar
| election shall be regarded as a forfeiture OF
| this charter. Any vacancy occurring OF
| said board Of directors shall be filled by the
| remaining directors for the unexpipred term
| Said board of directors shall at its frs
meeting after its election, elect from amoni
its number, president, yice-president, 8
secretary and treasurer. 1t may combine
the two last mentioned offices into one anC
may even elect a secretary who need not b
| a stakeholder. Said board of directors shall
have the power and authority to appoint anC
dismiss such clerks, managers and othe
employees of the corporation. including TIT
secretary, who is not a stakeholder, as con
ditions may Justify or the business OF tn
corporation may require. The tenure o
shall be during the pleasure of the board o
directors.
| No stakeholder shall ever be held liabl
or responsible for the contracts, faults o
debts of said corporation, nor shall an!
mere informality in its organization hav
the effect of rendering this charter null, o
of exposing stakeholder to any liabilit.
beyond the unpapid balance due on tn
shares Of stock owned by him.
ARTICLE VII.
This act Of Incorporation may be changed
modified or altered, or this corporation ma
be dissolved with the assent of the stock
holders owning q majority of the stock o
the corporation at a meeting convened 10
that purpose and after at least ten day
notice of this meeting shall have been give
to each stakeholder as provided for in Al
ticle V of this charter. In case OF the dis
solution of this corporation by the explra
ton of this charter or otherwise, the stocE
holders shall elect three liquidators froI
among their number to liquidate and settl
the business and affairs Of the company. l
case Of the death or inability OF any OF sxn
or survivors shall appoint successor I
him.
| Until the election to be held in May, 191t
the following named stockholders shall COZ
| stitute the first board of directors, VIZ /.
Ed. Thebaud, F. L. Kinsey, j. A Graz:
Jules NJ. Wogan, John A. Wogan, Maurlc
q. Wogan and Gilbert Halter, with the sal
Jules VI. wogan as president, the said Ere
I. Kinsey as vice-president, and the sal
John A. wogan as secretary-treasurer.
Thus done and passed at my once IN On
CITY of New Orleans, on the day, month an
wear. herein first above written, In the pre-
ence of Theodore A. Beck and Anthon
Troyani, both of this city, competent WI
nesses, who have hereunto signed the
names with the said appearers and me, N
tary. after due reading of the whole. =
Original signed Frederick l.; ktnsey; y
shares: Jules NJ. Wogan, 600 shares Jon
A. Wogan, 200 shares. T. A. Beck, An
Troyani ,c,r, NJ. p,,,
. I. the undersigned Recorder of Mortgage
. in and for the Parish of Orleans, state
. Louisiana, do hereby certify that the aDoS
. and foregoing act of Incorporation or IN
Kinsey Machine Company was this ga
. duly recorded in my office In book 1922 II
} lilo =. New Orleans, La, May IA, l9IZ. ,
NV EMILE LEONARD, by. /
} A true copy from the original act. NJ,
} ROBERT LEGIER. Not Pu
; NAV 16 % 80 june 10 20 1912