The herald., 1912-05-16

BE it known, that on this 18th day of
April, in the year nineteen hundred and
twelve. before me, Martin H. ManiOn, a no
tary public, duly commissioned and quail
ned. in and for the parish and state afOre-
said, and in the presence OF the witnesses
hereinafter named and undersigned. person
ally came and appeared: Charles y. Skin
ner. or full age and resident OF the city
OF New orleans; Charles l.. Campbell. also
or full age and a resident Of Shreveport,
Louisiana, and William L.. Arlington, also
OF full age and a resident Of Saginaw, Michi-
gan, who declared that availing themselves
Of the provisions of the laws Of the state of
Louisiana, relative to the organization OF
corporations, they have formed and do by
these presents form and organize them
selves and such others as may hereafter be
joined with them, into a corporation for the
objects and purposes and under the stipla-
tionS hereinafter set forth, which they 10
hereby accept as their charter, to-wit:
ARTICLE I.
The name and title of said corporation
shall be AMERICAN BIOW-PIPE x VEN
TILATI\G COMPANY, and by that name IL
shall have power and authority TO have and
enjoy succession for the term of ninety nine
years from and after the date thereof.
ARTICLE II.
The domicile Of said corporation shall be
in the city OF New Orleans state of LouiSi-
ana. and all citations and legal process shall
be served on the president of said corpora
ton, and in case of his absence upon the
vice-preSident, and in the absence of both
upon the secretary or treasurer. or the sec.
retary-treaSurer OF said corporation.
ARTICLE III.
This corporation shall have power and
authority TO contract, sue and be sued in
its corporate name to make adopt and use
a corporate seal, and same to break and al
nj lafW- IL
purchase lease, convey and sell, as well as
mortgage, pledge and hypothecate under its
aforesaid name, property both real and per-
sonal in accordance with provisions of the
bylaws concerning such matters to name
and appoint such managers, directors, Off
GERS, clerks and agents as its interest, pur-
poses and convenience may require TO make
and establish such bylaws rules and regll.
lattons for the conduct and mana cement OF
the affairs Of the corporation as may De
necessary and proper, and the same 10 alter
and change at pleasure by three-fourths
vote of the subscribed capital stock: 10 Dor
row money, TO draw notes and indorse the
same, accept drafts and indOrse the same
ana generally 10 do and perform all such
acts and things as may be necessary, desra-
bic and proper for financing and carrying
out of the purposes and objects for which
this corporation Is created: aud said cOrpo.
ration shall possess all the rights, powers
and privileges now accorded TO corporations
under the laws Of this state, or that may
hereafter be accorded TO them by law.
ARTICLE ".
The object of this corporation and the
purposes for which 1t is created and estab-
lished, and the nature of the business TO be
carried on by IL Is hereby declared TO be as
follows: manufacturing exhaust and ven
tilating fans, dust collectors and dust col
lectlng apparatus, exhaust and blow piping
and appurtenances thereof, also erecting
same in woodworking factories, cotton
mills, shoe factories, and all other descrip-
ton of factories in which dust producing
machinery is used, also manufacturing and
erecting general line Of galvanized and
black sheet iron work for ventilating and
other purposes, and generally TO do all other
such things that are pertinent to or connect
ed with the object OF this corporation.
ARTICLE V.
The capital stock of this corporation is
hereby fixed at ten thousand dollars (S1O.-
100000, to be divided into two hundred
shares Of the par value of fifty dollars each,
and this corporation is authorized TO begin
business when one hundred (10O) shares OF
its capital stock are subscribed and paid for
in cash or its equivalent. The stock may
be issued at not less than its par value for
property or merchandise purchased.
ARTICLE VI.
All corporate powers of said corporation
shall be Vested in board Of directors to
be composed of not less than three stock
holders the officers of which shall be the
president, vice-president, secretary and
treasurer; the Office of secretary and treas
urer may be held by one member of the
the board at any meeting thereof.
The board of directors shall be elected
annually on the second Tuesday in January
of each year, and should such date fall on
day thereafter The majority of said board
shall constitute a quorum the first board
Of directors shall be Charles n. Skinner
president; Charles L Campbell, vice-presi-
treasurer, who shall serve until January
14th, 1913, or until their successors are
duly elected.
The directors shall be elected by the
be entitled TO one () vote, to be cast by
its owner in person or proxy, and the ma
jority of votes cast shall elect.
They shall have power to contract debts,
borrow money, issue bills of exchange, notes,
execute mortgages, employ such agents,
managers and employees as the business
may require, and generally to do all things
incident to the objects and purposes of the
said corporation, and shall designate the
powers of the different officers not other.
wise provided therein.
A quorum of stockholders for the purpose
of doing business, other than to make and
establish bylaws, rules and regulations for
the conduct and management OF the affairs
of the corporation, and to alter and change
same, shall consist of majority OF the sub
scrfbed capital stock, after notice to attend
meeting as prescribed in Article VII.
ARTICLE VII.
This charter may be modified, changed OF
altered, or said corporation dissolved, with
the consent of three-fourths in amount OF
the subscribed capital stock, represented at
any meeting of the stockholders convened
for that purpose, after ten (10) days previ
Gus notice of said meeting shall have been
given by registered letter sent to last ad
dress shown on stock book.
Whenever this corporation Is dissolved
by limitation or any other cause, its affairs
shall be liquidated by two (2) commissioners
elected by three-fourths of the stockholders
who shall have power to wind up its affairs
dispose of its assets settle its liabilities and
distribute the proceeds among the stock
holders.
ARTICLE VIII.
No stakeholder shall ever be liable for the
contracts or faults OF said corporation in
any other sum than the unpaid balance due
the company on shares of stock owned oil
subscribed for by him. No share of stock
shall be transferred, sold or disposed OF
without the owner thereof first giving thirty
days notice in writing TO the other stock
holders. and allowing them the privilege OF
first purchasing such stock at the actual
value All sales or transfers of stock to b.
valid must first be made on the books OF the
company.
Thus done and passed before me- the IN
dersigned notary public, on the date and In
the month and year as hereinaboye written
and in the presence of Messrs. Herbert w
Kaiser and Junfus W. Lowry, both OF law
full age and residing in this parish, compel
ent witnesses who have signed these pres
ents together with the appearers and me
90 Ina of hn rrhn