The herald., 1912-08-01

| aiter at pleasure; to hold, receive, have
purchase, improve, ALLEVIATE. convey, sell
| borrow, pledge, mortgage and hypothecate
under Its said corporate name, property
| real, personal and mixed and to name ant
appoint such officers, directors, agents, man
ayers or employees as the interest or con
venience of the said corporation NAV re
| quire; TO make and establish bylaws rules
and regulations for the proper management
and regulation of its affairs, and the same
| 10 change and alter at pleasure; to do all
acts and things as shall be or may be ne
| ceSsary or proper to carry out the objects
or purposes of said corporation said corpo
ration unless sooner dissolved in accordance
with Its charter, shall exist and continue
TOT. the period of ninety-nine years from
| the date hereof; the president or in his
absence or incapacity the vice-president
snail be the proper person upon whom cita
ZION or other legal process shall be served
| ARTICLE III.
The objects and purposes for which this
corporation is organized and the nature OF
by declared to be: To manufacture buy and
sell Tor Its own account or for the account
or others, on commission, consignment, or
otherwise, machinery and engines OF every
description, TO engage in the business OF
manufacturers agent and generally 10 do
ana engage in any other business, under
taking or enterprise connected with, grow
ing out of or incidental TO, any of the OBJ
Jects or purposes hereinabOve set forth.
ARTICLE III.
The capital stock Of this corporation is
hereby fixed at the sum of one hundred
thousand dollars t$1OO,O0O), divided into or
represented by two thousand shares (2.OOO),
or the par value of fifty dollars (S5O.OO)
each, which shares shall be paid for in cash
at such times and in such amounts as the
board of directors may determine; or the
said stock may be issued at not less than
par In payment of property actually receiv-
ed or purchased by said corporation, or for
labor done or services rendered, or money
actually received. Said company may com
mence doing business as soon as three thou
sand dollars (S3 ,000.00) of the capital stock
shall have been subscribed.
Certificates OF stock fully paid and nom
assesSable shall be issued TO each subscriber
to the amount paid by him therefor.
ARTICLE ".
All the corporate powers of this corpora
ton shall be vested In and the business
hereof shall be managed by a board of di-
rectors composed of seven "a stockholders,
a majority of whom shall form a quorum to
transact business.
The following named persons shall consti-
tute the first board OF directors, who shall
hold their offices until the third Monday of
May in the year 1913, or until their success
sors shall have been elected and qualified,
to-wtt W. X. NJ Dukate, Peter Yurgensen,
L. \. Dantzler, f. c. Tonzmeire d. ]. Cay
j. A. bowling, ]. G. Clover and F. Z. Prin-
gle, of whom L. n. Dantzler shall be presi-
dent w; h. NJ. Dukate, vice-president; F.
IL. Pringle, treasurer. and r. c. TOnZmeire
secretary. That said officers shall serve un-
til their successors shall have been elected
On the third Monday of May, 1913, and
on the third Monday Of May in each year
thereafter, an election of board Of directors
shall be held by ballot at the Office OF the
corporation in the city of New Orleans,
Louisiana, between the hours OF ten o'clock
a: m: and three O'Clock p m, of which said
election at least five (5) days previous no
tice shall be given by mail, addressed to
each stakeholder at his last known place of
residence of record on the books of the COM
pany.
And each and every stakeholder shall be
entitled at all elections either In person or
by written proxy to vote one vote for each
and every share of stock which he may
hold.
Each board OF directors which may be
hereafter elected as above provided, shall
elect from their own number a president, a
vice-president, and secretary and treas
urer. Any vacancy occurring on the board
of directors shall be filed by the remaining
directors for the unexpired term.
ARTICLE V.
This act of Incorporation may be changed
or altered, or this corporation may be dis
solved, with the consent of three-fourths of
the stockholders present or represented at a
general meeting of stockholders convened
for that purpose, of which said meeting at
least ten (10) days written notice shall
have been given, by mail, addressed to each
stakeholder at his last known place Of resi-
dence.
No stakeholder of this corporation shall
ever be held liable for any OF the debts, con-
tracts. faults or obligations of this corpora
tlon In any further sum than the unpaid
balance, IL any, due to the corporation on
the shares of stock owned by them; nor
shall any informality of the organization Of
this company render this charter void or
expose any stakeholder to any liability
whatever beyond the amount OF his stock
remaining due. Nor shall a failure at any
time to hold meetings, to elect officers or
directors, as herein provided for, work the
forfeiture of this charter, or dissolve the
-
tors shall remain in force until their success
sors be elected and qualify.
ARTICLE VII.
Whenever this corporation Is dissolved,
either by limitation or from any other
cause. its affairs shall be liquidated by one
or more commissioners to be elected from
amongst the stockholders of the corporation
at a general meeting of the stockholders,
convened in accordance with Article FIVE,
and a majority of the stock represented and
voting at said meeting shall be requisite TO
elect. The majority of the stock represent
ed and voting at said meeting shall nave
the right to fix and define the powers, duty
and compensation of said commissioners, and
the security, IL any, to be furnished them
Said commissioner or commissioners snali
remain in Office until the affairs of the said
shall have been fully liquidated
and the assets distributed. In case or death,
resignation or inability to act of one or
more of the said commissioners, the survlv-
ors shall continue to act with the same
power and shall be authorized TO continue
and complete the liquidation.
ARTICLE VIII.
No sale of any of the stock OF this corpo-
ration shall be recognized until the same
shall have been transferred on the books or
this CORPORATION in the name of the purchas-
pr and in no case shall less than one full
share be transferred.
ARTICLE TX.
The persons whose names are hereunto
subscribed are hereby declared to be the in
.orporators of this corporation and have
respectively written opposite their names
he amount of stock subscribed by each one
II them.
Thus done and passed in my notarial Of.
ice in the city of New Orleans, parish OF
orleans, state of Louisiana, in the presence |
witnesses of lawful age both re- |
iding in the city of New Orleans, state or |
Ousiana who have hereunto signed their |
James together with the said appearers ana
ne, notary, after due reading of the whole, |
N the day, month and year hereinaDove
written.
(Original signed) ID. J. Gay, two shares,
,er Il. G. Tonsmeire, attorney; l. n. Dantz-
or. two shares, per Z. G. Tonsmeire, attor-
Iey; ]. C. Clover, one share, per e. 9. Tons
neire. attorney. Adrian NJ. Font, Fred c.
luerens. PHILIP GENsLER, Jk;
Notary Public.
I. the undersigned, recorder Of mortgages.
q and for the parish Of Orleans, state or
louisiana, do hereby certify that the above
nd foregoing act of Incorporation OF the
ay duly recorded in my office In book 100,
oliO -
New orleans. July 18th, 1912.
(Sionadl EMILE LEONARD. d. r.. a