The herald. [volume] (New Orleans, La.) 1905-1953, 1912-06-06
AMENDMENT TO CHARTER
CHARTER
OF J. II. MENGE & SONS. LTD.


sand nine hundred and twelve, and of tn
independence of the United States Of Amer
lea, the one hundred and thirty-sixth, be
fore me. Andrew Hero, Jr,. a notary public
in and for the Parish of Orleans, State o
Louisiana, duly commissioned and qualified
and in the presence OF the witnesses herein
after named and undersigned, personall
came and appeared Messrs. Bernard II
Menge, Joseph A. Menge and John II
Menge, Jr., all of this city, who declare,
that at a meeting of the stockholders of tn
corporation styled j. II. Menge & Sons
Limited, held at Its office in the City o
New Orleans, on the eleventh day of May
1912, all of its stock being present or rep
resented, ii was unanimously decided I,
change, alter and amend the charter of sal,
corporation so as to heb and read as here
matter set forth; and they, said appearers
were appointed committee to execute an.
and all acts or instruments of writing 4
carry the action of said stockholders int
effect; and thereupon acting as aforesaid
said appearers declared that the charter o
said corporation Of ]. III. Menge x Sons
Limited. executed before ]. J. Ward, notary
on November 80, 1904, amended by anothe
act passed before said notary, ]. ]. Ward
on September 10. 1910, has been dul!
amended and is hereby amended so as L
be and read as follows viz
ARTICLE l.
The name and title OF this corporation Il
81. II. Menge 4 Sons, Limited, and it shall
exist for ninety-nine years. Its domicil,
shall be in the City Of New Orleans, O
State Of Louisiana. Citation or other lega
process shall be served on the president anC
in his absence or inability TO act on the vice
president or on the secretary.
ARTICLE III.
The objects and purposes Of this corpor
alton are TO engage in general furnishin!
and supply business, as principal and al
agent in hardware, ship-chandlery, paint
railway, mill supplies and machinery; anC
in connection Herewith to plan, design
erect and construct any works, plant OF
other affair wherein such things are EN-
plOyed, whether in original construction oil
as parts Of some other plant or design; Il
engage in general business, at wholesale ant
retail, In all lines of hardware and supple:
for painters, mills, railways, ships anC
things of that nature, and TO carry on the
business of said corporation in Louisiana
and in all the states of the United States
and In foreign countries; and generally tC
do and perform all things pertinent and in
cident and which may be proper and neces
sary to carry out and execute the objects
and purposes Of this corporation.
ARTICLE Ill.
The capital stock of this corporation shall
be two hundred thousand dollars, divided
into two thousand shares of one hundred
dollars each, payable in cash or for property
received or rights conveyed or labor and
services rendered.
Stock in this corporation is issued, held
and acquired by the stockholders under the
following conditions, which are the essence
of their rights as stockholders, and which
conditions shall be briefly set out in each
certificate 1t shall commence business when
one thousand shares shall have been sub
scribed for.
First: That no stakeholder shall sell
ALLEVIATE, hypothecate, transfer, or otherwise
ALLEVIATE his stock until he shall have first
offered the same unto the other stockhold.
ers of the company, which officer shall be
made in writing TO the board of directors
whose duty shall be to transmit to the
stockholders Immediately, and said stock
holders shall have seven days from the
receipt of said notice by the board Of di.
rectors within which they may purchase al
the value thereof, plus ten per cent.
The value Of the stock for the purpose
aforesaid shall be the same as Is shown on
the books Of the poration,-established
on the basis of the last semi-annual state
ment Of the corporation in connection with
the last monthly trial balance.
1t shall be the duty of the corporation to
make up and preserve the foregoing monthly
trial balances and semi-annual and annual
statements for the purposes aforesaid, and
which shall be at all times open to the view
of the stockholders.
Should more than one stakeholder offer
TO buy said stock, the same shall be distri-
buted according to their holding in the cor
poration.
In case Of the acceptance of the offer I'M
der the provisions hereinabove set forth the
price Of such stock shall be paid in cash
within twenty-four hours after such accept
ance.
Second: The rule hereinabove set forth
shall govern In case of the death of a stock
holder, with the additional proviso, in such
case, the surviving stockholders may, at a
meeting called and held for that purpose
or at any meeting held after the death, call
the said stock at its book value plus ten
per cent, established in the manner above
set forth, for the purpose Of conveying the
said stock to the survivors in said corpor-
alton.
This option or right shall not be exer-
cised, however, after six months from the
date Of the death of the stakeholder.
ARTICLE w.
All the corporate powers and the manage
ment and control of the affairs of the cor
poration shall be vested in and exercised by
a board of directors, composed of not less
than three or more than five persons, a ma
jority Of whom shall constitute a quorum
for the transaction of all business. The d.
rectors shall be elected annually by the
stockholders at a meeting to be held on the
last Monday in January of each year, said
meeting of stockholders to be preceded by
three days notice In writing sent to each
Of said stockholders at his or her last known
address. Each stakeholder shall be entitled
In person or by proxy to one vote for every
share owned by him or her; all elections
shall be held under such rules and regula.
lions as may be determined by the board of
directors. AT all meetings, whether Of d.
shall De decided by a majority represented
at said meetings. The directors when elect
ed shall continue In ONCE for one year and
until their successors have been duly elect
ed and have been qualified. No. failure to
elect shall operate the forfeiture of this
charter or any rights under the same. ANY
vacancy occurring on said board shall be
filled by the remaining directors for the
after its election, shall elect a president and
one or more vicep-residents, and q manager
Ii shall also elect a secretary-treasurer The
president and manager, SUBJECT TO the con-
a ri chnI hn,- 81 fS.l-&
appoint and dismiss the clerks and other
employees Of the corporation, at pleasure
and as the interest and business Of the same
may demand.
to absent himself shall have the right to ap-
point, by written instrument, another direc-
tor or stakeholder of the corporation to act
IN his absence and In his stead at any and
ali meetings or the said board Of directors,
turing such absence or Illness
Immediately after the signing Of this
charter the stockholders without further
'ormality shall elect a board of directors,
who shall serve until the election in 1913.
The funds of this corporation shall be
from time to time In a hank or
ranks to be selected by the board of direc-
.ors All checks, notes, or other instru-
l drawn executed. or issued in said
y at least two officers of the corporation.
No official shall thus sign or endorse the
lame OF the corporation save strictly In its
concerns.
ARTICLLE vi.
No stakeholder shall be held liable or re-
ponsible for the contracts, defaults or debts
u tnls corporation, nor shall any mere in
ormality In its organization have the effect
|, rendering this charter null, or of expos
he unpaid balance due on the stock by him.
ARTICLE VII.
Inls act or Incorporation may be changed. |