The herald., 1912-06-20


be and read as follows, viz:
ARTICLE l.
The name and title of this corporation Is
~. II. Menge & Sons, Limited" and ii shall
exist for ninety-nine years. Its domicile
shall be in the City of New Orleans, OF
State of Louisiana. Citation or other legal
process shall be served on the president and
in his absence or inability TO act on the vice
president or on the secretary.
ARTICLE III.
The objects and purposes of this corpor-
and supply business, as principal and as
agent in hardware, ship-chandlery, paint,
railway, mill supplies and machinery; and
in connection Herewith to plan, design,
erect and construct any works, plant or
other affair wherein such things are en-
plOyed, whether in original construction or
us parts of some other plant or design TO
engage in general business, at wholesale and
retail In all lines OF hardware and supplies
for painters, mills, railways, ships and
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 to
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 III.
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 stockholder shall sell,
ALLEVIATE, hypothecate, transfer, or otherwise
ALLEVIATE his stock until he shall have first
n other StOcklOl0-
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 at
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 ablished
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 stockholder 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 un-
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 Nv.
All the corporate powers and the manage
ment and control of the affairs of the cor
poration shall be vested in and exercised by
board of directors, composed of not less
| than three or more than five persons, ma
| jority of whom shall constitute 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 stockholder 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-
tions as may be determined by the board of
directors. At all meetings, whether Of d.
/
shall be decided by a majority represented
at said meetings. The directors when elect
ed shall continue In ofice for one year and
until their successors have been duly elect
Ell and have been qualified. No failure to
elect shall operate the forfeiture of this
charter or any rights under the same. Any
filled by the remaining directors for the
| unexpired term. The board of directors,
| after its election, shall elect president and
| one or more vicep-residents, and a mana ger
Il . hall lAI- ~ NrAa H..
president and manager, SUBJECT to the con-
troll Of the board. shall have the right TO
| appoint and dismiss the clerks and other
employees of the corporation, at pleasure,
and as the interest and business of the same
! may demand.
| Any director being sick or absent or about
| to absent himself shall have the right to ap-
point, by written instrument, another direc-
tor or stockholder Of the corporation to act
| in his absence and In his stead at any and
all meetings Of the said board Of directors,
during such absence or illness.
| Immediately after the signing Of this
charter the stockholders without further
formality shall elect a board Of directors.
who shall serve until the election in 1913.
| ARTICLE V.
| The funds of this corporation shall be
deposited from time to time In a bank or
banks to be selected by the board Of direc-
tors All checks, notes, or other instrIi.
| ments drawn, executed, or issued In said
corporations name shall be countersined
| by at least two officers Of the corporation
No official shall thus sign or endorse the
name of the corporation save strictly In its
| concerns.
ARTICLIE VI.
| No stockholder shall be held liable or re-
sponsible for the contracts, defaults or debts
| of this corporation, nor shall any mere In
formality In its organization have the effect
OF rendering this charter null, or Of expos
| ing any stockholder to any liability beyond
| the unpaid balance due on the stock by him
| ARTICLE VII.
This act Of Incorporation may be changed
modified, or altered, and this corporation
may be dissolved, with the assent of the
| stockholders owning three-fourths of the
stock Of this corporation, present or repre-
| sented at a general meeting convened for
that purpose, and after at least three days
notice Of the meeting shall have been given
| through mail, addressed to each stockholdel
at his or her last known place of residence
In case of dissolution by the expiration OF
this charter or otherwise. the stockholders
shall elect liquidator from among theil
to settle and wind up the business and af
fairs of the company. The terms and con
ditions and the compensation for such ser
vices shall be fixed at the time of election
| In case of the death or other disability OF
| said liquidator before the final liquidation
Of the affairs Of the corporation, successor
shall be named by the stockholders at a
meeting to be held as above provided fol
meetings.
ARTICLE VIII.
Any and all notices and delays provided
| for by this charter may be waived by the
unanimous consent Of all its stockholders
And the said Messrs. Bernard H. Menge
| I0SQnh A Mango Tr