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

sand nine hundred and twelve and OF IN,
Independence OF the United States Of Amer
lea. the one hundred AID thirrv-sixth. be
fore ne. Andrew Hero, Jr.. notary public
in and for the Parish OF Orleans. State Of
Louisiana. duly commissioned and qualified
and in the presence OF the witnesses herein
after uamed and undersigned. personally
came and appeared Messrs. Bernard II
Men-e, Joseph A Meuge ana John II
Menge. Jr-. all Of this city. who declared
that AZ 4 meeting Of the stockholders OF tbs
corporation styled J. Fl. Men-e Sons
Limited held at its office in the City Of
New Orleans. on the eleventh day OF NAV
1912. all Of IT'S stock being present or rep
resented. IL was unanimously decided e
change. alter and amend the charter OF saiC
corporation so as 20 beb and read as here
were appointed a committee 10 execute any
and al acts or instruments OF writing q
carry the action Of "a al stockholders into
effect; and thereUpOn acting as Aforesaid
said corporation OF J. Fl. Menge 4 Sons
Limited. executed before J. J. Ward notary
on November 30, 1904. amended by another
act passed before said notary. J. J Ward
on September 10, 1910, has been duly
amended and is hereby amended so as &c
be and read as follows. viz
ARTICLE l.
The name and title Of this corporation Is
y H. Menge * sons, Limited and il shall
exist for ninery-nine years. Its domlcile
snail DE- in the City Of New Orleans, OF
state Of LOUISIANA Citation or other ieeSal
process shall be served on the president and
in his absence or inability 10 act on the vice
president or on the secretary.
ARTICLE II
The objects and purposes OF this corpor-
alton are 10 engage in 4 general furnishing
and supply business, as principal and as
agent. in hardware. ship-chandlery. paint.
railway, miH supplies and machinery and
in connection Herewith 10 plan. design,
erect and construct any works, plant or
other affair wherein such things are en-
plOyed, whether in original construction or
as parts OF some other plant or design; 20
engage in general business. at Wholesale and
retail, il all lines OF hardware and supplies
for painters, mills, railways, ships and
things Of that nature, and 20 carry on the
business OF said corporation IN Louisiana
and in all the states Of the United States
and in foreign countries; and generally %
DO and perform all things pertinent and In
cident and which may be proper and neces-
sary 20 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, OF 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 IL shall commence business when
one thousand shares shall have been sub
scribed Tor.
First: That no stockhoIder shall sell.
ALLEVIATE. hypothecate, transfer, or otherwise
ALLEVIATE his stock until be shall have first
offered the same unto the other stockhOld-
ers OF the company, which officer shall be
made Ia writing 70 the board OF directors,
whose duty shall be to transmit to the
stockholders Immediately, and said stock
hal Ia rha
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 cOrpOratiOn,-establis hed
on the basis OF the last semi-annual state
menr OF the corporation in connection with
the last monthly trial balance.
Il 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 10 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
poratio1-
In case OF the acceptance Of the offer IN
der the provisions hereinabOve set forth the
price Of such stock shall be paid IN cash
within twenty-four hours after such accept
ance.
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 ".
All the corporate powers and the manage
nent and control OF the affairs OF the cor
poratfOn shall be vested In and exercised by
4 board Of directors. composed Of not less
than three or more than five persons, e ma
iority OF whom shall constitute a quorum
for the transaction Of all business. The d.
rectOrs shall be elected annually BY the
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
u said stocKnoldersa ut his or her last known
address. Each stakeholder shall be entitled
N 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-
directors. At all meetings, whether Of di-
rectors or OF stockholders, all questions
shall be decided by a majority represented
It said meetings. The directors when elect
until their successors have been drIfy elect
al and have been qualified No. failure to
elect shall operate the forfeiture Of this
,harter or any rights under the same Auv|
Taeaney occurring on said board shall be
He'd BY the remaining directors for the
Inexpired term The board Of directors
litter its election, shall elect a president and
me or more vlcep-residents, and a manag ger
It shan also elect q secretary-treasurer. The
PRESIDENT and manager, SUBJECT TO the con
.rol OF the board shall have the right to
appoint and dismiss the clerks and other
Employees OF the corporation, at pleasure
nay demand
Any director being sick or absent or about
% absent himself shall have the right 70 an
)oinr. BY written Instrument. another direc-
or or stoekholder OF the corporation to act
n his absence and in his stead at any and
III meetings OF the said board Of directors
turing such absence or illness.
Immediately after the signing Of this
.harter the stockholders without further
ornality shall elect board Of directors.
Who shall serve until the election In 1913.
ARTICLE v
HE funds OF this corporation shall be
deposited from tire 70 time in a bank or
anks TO be selected by the board Of direc-
nents drawn, executed, or issued IN said
orporatton's name shall! be countersfned
y at least two officers OF the corporation.
70 official shah thus sign or endorse the !
ame OF the corporation save strictly in its |
oncerns.
ARTICLE VI.
NO stockholder shall be held liable or re- /
pons1ble for the contracts. defaults or debts
TINS corporation, nor shall any mere in |
ornlallty In its organization have the effect
rendering this charter null. or OF expos- |
y any stockholter to any liability beyoud /
1e unpaid balance due on the stock by him
ARTICLE VII.
lbs act OF Incorporation may be changed.