The herald. [volume] (New Orleans, La.) 1905-1953, 1912-04-25
ARTICLE III.

To apply for, acquire. sell, buy, assign,
lease, pledge, mortgage or otherwise dispose
OF letters patent of the United States or of
any foreign country. and all or any rights,
territorial or otherwise. Hereunder; TO ap-
ply for, hold, sell, assign, lease. mortgage or
otherwise dispose OF patent rights licenses,
privileges, inventions, trademarks, trade
names and pending applications therefor, re-
lating TO or useful in connection with any
business OF the corporation; 10 use, manu-
facture or grant leases and licenses under
any letters patent owned or controlled by
the company, and to expend money in expert
menting upon, and testing the validity or
value or any patent rights, the company
may have, acquire or proposes to acquire; to
purchase, lease or otherwise acquire lands
and buildings in this state or elsewhere for
the erection and establishment OF a manu-
factory or manufactures and workshops
with suitable plants, engines and machinery
with view 10 manufacture, buy sell i'm
port and export and generally 10 deal in
ran and railway equipment. either directly
or indirectly, through the medium OF agents
or otherwise; and generally to do all things
incidental 10 and necessary to carry out the
said objects and purposes.
ARTICLE ".
The capital stock of this corporation Is
hereby hIed at the sum of twenty-five thou
sand dollars tS2J. 900. OOl to be represented
by twelve hundred and fifty 1.2JO) shares
or the par value OF twenty dollars $50 OO1
each. and three thousand dollars (S3. 900 OOI
subscribed
and paid up before the company can organ
lie and become going concern The re.
manning shares shall be issued by the board
or directors as 1t shall deem fit and proper
All shares OF stock shall he paid for in cash
or property OF equal value actually received
and must be fully paid for before the isSu.
ance OF the certificates therefor Tho shares
OF STOCK snail be worcestershire: and when
ever they are issued for property received
the valuation placed by the board OF dircc.
tors on said property shall be conclusive on
the corporation and all its stockholders
present and future.
The capital stock shall be represented by
STOCK certificates, transferable only on The
books OF the company on surrender OF the
outstanding certificates or proof OF loss
tnereof and under such rules and recula.
ions as the board OF directors may provide
IL Is a condition precedent and one OF the
CONDITIONS under which the stock Is issued
that, before any holder OF stock shall or
chanSe' or sell, or offer his stock TO an
outsider Tor sale or exchange he shall first
nHer same for term OF twenty DAYS to
the holders Of the cOmpany's stock NJ a
price not exceeding its market value. Such
pner Shall be made 10 all holders OF stock
~ Ietter addressed TO the secretary-troas-
urer or this corporation. and each holder
snail be Immediately notified by the said
secretaryIreaSurer and the stock offered
shall be offered for sale TO the remaining
holders Of such stock who shall he entitIad
10 secure same within said period OF twenty
DAYS AT such market value in proporition 10
me number OF shares then held by them or
IN case any holder of stock does NOT desire
10 purchase said stock then the same shall
be divided among the remaining holders Of
STOCK IN proportion TO their holdings OnIy
ia case the said stock Is not purchased with
IN term or twenty days shall said owner
desiring TO sell same be entitled TO dispose
Of it to outsiders o''P00e
This corporation reserves TO itself tba
right TO cancel any and all subscriptions TO
sIoGk on the failure or default OF the sub
M
mand by the board OF directors: said do
inand TO be in writing and mailed TO the Ia 81
SHOWN address OF said subscriber All sub
scrlptlons to stock are made and received
subject TO this condition.
ARTICLE V.
The officers OF this corporation shall cor-
slst or a president, a vice president and n
secretary-treasurer. holders of stock ali az
whom together with three other stockhold-
erS snall constitute the board Of directors
Al the corporate powers of this cornora.
non shall be vested In and exercised nv tba
said board Of directors any four OF whom
s 81 constitute quorum for the transaction
oi business. The members OF the board of
directors may act In person or by proxy In
writing attested by two witnesses The nre-
siding officer acting at anv stockholders
meeting, or at any meeting of the hoard n,
directors shall be entitled TO vote bnt IN No
case or tie vote shall such presiding officer
be entitled to cast the deciding vote: n no
ing the understanding that in case the mem
bers or the board Of directors or the STOCK
holders In meeting assembled, be equally N.
vlded on any matter, that no action be taken
on such matter " ''Aen
The first board Of directors shall consist
OF thsrIes V. Frey. president; Edward James
Enrlght, vlce-president: John Woods En-
right, secretary treasurer. and three Other
holders OF stock, all Of whom shall serve
until their successors are duiy elected and
quallned. This and succeeding boards of
10 IN
cles caused by withdrawal In their number
put In case OF the death OF any member OF
me board OF directors. his legal representa-
i've i've snail act In his place and stead during
director was elected.
Inc board OF directors shall be elected
annually hereafter at the domicile Of this
corporation after ten days notice in writing
mahed 10 the last known address of the hold,
ers or stock on the first Monday of March
or as soon thereafter as possible, at a meet
ing OF the holders Of stock convened for that
purpose The failure to hold said stock
n .. meeting on said date shall not for
felt the charter Of the corporation. but the
board OF directors shall remain in ONCE nm
vi their successors are duly elected and
quaIlned. All contracts involving an amount
exceeding one hundred dollars (s1OO.OO)
shall be subject to the action of the board
or directors; and the president or oficer act
ing In such capacity shall not have the
power 10 sign contracts exceeding this
unit tACtpl DN ana with the authority of
the board or directors, said authority to be
expressed In the form Of a resolution or
motion passed by vote Of the directors.
Esch share OF stock In this corpora ton
snail be entitled to one vote at all stock
holders meeting, to be cast by the stock
holder In person or by proxy. Two-thirds
or the stock shall be necessary as a quorum
Tor the transaction Of business at ALI stock
holders meetings.
The majority OF the stock present or rem
resented by proxy shall be necessary for the
passage OF any motion or resolution at such
stockholders meeting.
The annual meeting for the election Of
the board OF directors shall be preceded bv
ten days notice mailed to each stock
holder at his last known address a special
meeting or the stockholders NAV be called at
any time BY the president or when request
ed Dy the holders OF two shares of the stock
OF this corporation, the object of said meet
Ing to be stated In writing as provided for
other meetings.
ARTICLE VI.
No stakeholder shall ever be held liable
or responsible for the contracts, faults or
defaults or this corporation, nor shall apy
mere informality in its organization have
the eject OF rendering this charter null or
exposing any stakeholder to any liability
beyohd the unpaid amount due on his stock
this clause being made a part OF the charter
or this corporation under the provisions OF
the now existing law and to be effective at
any future date no matter what changes or
amendments may be made in the now exist
ing laws.