The herald., 1912-10-31
New Orleans, Sept. 10, 1912.
EMILE LEONARD, ID. R.
A true copy.
EDWARD B. ELLIS, Notary Public
sept &c oct 10 II "a 81 1912
CHARTE Err
OF ELECTRICAL DEVELOPMENT COM
PANY.
UNITED STATES OF AMERICA. STAT
Ar IlI-lSIANA DAEISI OLE u

commissioned and qualified, In and for the
parish of Orleans state OF Louisiana, per
sonally came and appeared the persons
whose names are subscribed hereto. who
seyeraly declared. that. ayailing them
selves of all the laws of the state in such
cases made and provided. they have con
tracted and agreed, and do by these presents
covenant and agree and hereby bind them
selves well as such other persons as may
hereafter become associated herein to form
corporation, under the articles. stipula-
tons and for the objects and purposes fol
lowing, to-wit:
The name of this corporation Is the
ELECTRICAL DEVELOPMENT COM
pANY, and it shall have authority to exist
for ninety years from the date hereof
and to contract. sue and be sued; TO have
and use "A corporate seal and break or alter
same; TO hold. receive. lease. purchase and
convey as well rs mortgage and hypothccate
property. real personal and mixed, cOrp0-
rael and incorpOreal. and 10 issue bonds
thereon; to name and appoint managers.
agents directors and officers of its business
to establish branches and agencies in this
state and elsewhere: 20 manufacture and
sell all and any articles incident to its bust
ness to purchase. sell. establish and main
tain plants for the manufacture of cleo
trical and mechanical appliances and the
conduct of a general manufacturing bust
ness and to lease or sell same. in whole
or In part to make aud establish as well as
alter and amend. from time to time. such
bylaws, rules and regulations for the pro-
poration: and generally to have and enjoy
all the rights privileges and immunities as
are now or may hereafter be. under the
law, granted to or vested in such corpora
lions.
The dOmicie of this corporation is here
by established in the city of New Orleans,
state of Louisiana, and citation or other
legal process shall be served on the presi-
dent in his absence on the vicc-president.
and in the absence of both on the secre-
ARTICLE III.
The objects and purposes for which this
corporation Is established and the nature OF
the business to be carried on by 1t are de.
cared to he 10 manufacture, purchase and
sell at wholesale and retail, electrical goods
and appliances. patents, patent rights and
patents applied for on such articles, and,
10 Issue stock OF the company in considera-
ton therefor in such amounts as may be
determined by the board Of directors. to eX-
plot, manufacture and sell such articles as
such patents. patent rights and patents APP
piled FOR cover. and to manufacture and sell
all other articles of merchandise. machinery
and appliances used In or incident TO the
electrical business, and TO all of these ends
to establish. purchase. conduct and maintain
such factories, plants and stores as II may
deem necessary in this state and elsewhere:
and TO own. lease. contract and operate such
manufactures, plants and stores, and to es-
board of directors may deem advisable. and
generally TO have and TO hold and enjoy
such powers and privileges as are granted
by law to such corDorations
The capital stock of said corporation Is
hereby fixed ar the sum Of ten thousand
$50 900 OO) dollars, divided into and repre-
sented by two hundred (200) shares of stock
of the par value of fifty (s5OOO) dollars
each: said stock shall be paid for in cash,
in property actually received, or services
actually rendered. and may be paid for espe-
cially in the purchase OF patents. patent
rights and patents applied for on appli-
anceS incident to its business, in such man
ner and al such times as the board of direc
tors shall determine. This company shall
he a going concern as soon as three thou
sand (S3.000.OO) dollars OF the capital stock
shall have been subscribed for.
No stakeholder shall have the right to
assign or transfer his stock in this cOrpo-
ration, until he shall have given ten days
prior notice. in writing. to this corporation.
Of such intention to sell. assign or transfer
said stock, and the other stockholders here
Of shall have the first privilege of purchas-
ing same, at its then book value, during
such ten days. After such ten days notice
shall have elapsed and no other stakeholder
having purchased all or any OF said stock.
the same may be sold in open market. Stock
may be transferred only on the books of the
company.
ARTICLE V.
All the corporate powers Of said cOrpO-
ration shall be vested in and exercised by
a board of directors, which shall be COM
posed of four stockholders, 10 be elected
annually on the first Monday of November
in each year. beginning In 1913.
All such elections shall be by ballot. con-
Quoted at company's office. under supervi-
sion OF one or more commissioners, selected
by the board of directors. Notice of cleo.
lions shall be published In New Orlans not
less than ten days prior to such election.
Each stakeholder shall at all stockhold-
ers' meetings and elections. be entitled TO
his name on the books of the company,
which vote may he cast in person or by
written proxy. At elections a majority Of
the votes cast shall elect.
The remaining directors shall fill any va
cancy in the directorate, for the remainder
of their term.
Failure to elect directors on date pro-
vided for herein shall not dissolve the cor
poration. but directors then In Office shall
remain in office until successors are elected
and qualified.
Three directors shall constitute a quorum
for the transaction of any business.
The board of directors may appoint such
officers. managers agents, clerks and other
employees as 1t may deem necessary for its
purposes and business and dismiss same at
pleasure: 1t may make and establish, as
well as alter and amend, any and all by
laws, rules and regulations necessary and
proper for the support and management OF
the business and affairs of this corporation
1t shall have. hold. enjoy and exercise gen
orally all other rights and powers vested
by law In this corporation and not specific
ally set out in this article.
Each director shall have the right and
authority to appoint, in writing any stock,
holder or director proxy. to represent
him. at any and all meetings of the board
The first board OF directors shall be COM
posed OF Lyman G. Reed. Douglas III. Hor~es
Charles B. Murphy and William II. B.
Spangenberg. with the said Lyman c. Reed
as president Douglas Fl. Homes as vice
president, and Charles p. Murphy as secre-
tary- treasurer, who shall hold their offices
until the first Monday in November, 1913
or until their successors are elected and
qualified
Each succeeding board Of directors shall
elect from their own number president
and vice-president. They shall also elect
a secretary-treasurer who need not he
one OF the above officers to act for any
cause. the hoard of directors shall have the
power TO I'LL such Office temporarily or per-
manently as NAV be necessary.
ARTICLE VI.
This act Of Incorporation may be altered
or amended. or this corporation dissolved,
with the assent Of two-thirds OF the capital
stock represented at a general meeting Of
the stockholders called for such purposes.
after notice Of such meeting shall have been
published in one or more newspapers pub
lished In New Orleans once week for four
weeks, and after a written notice to each
stakeholder mailed to him forty days prior
to date of meeting at the address designat-
ed by him to said company in writing.
ARTICLE VII.
The capital stock of this corporation may
be increased or decreased in the manner
ARTICLE VIII.
When this corporation Is dissolved by lim-
itation of its charter or from any other
who shall be elected at a gen.
eraI meeting to he called after the same