The herald., 1912-02-29
ARTICLE V.

The business and affairs Of this corpora
ton shall he conducted by, and all cOrpo
rate powers shall I've lodged in. board of
10 be composed of not less than
three or more than five stockholders, which
"a id board of directors shall be elected each
year at the annual meeting Of the stock
holders.
The first board of directors, who shall
have tenure Of office from the organiza ton
of the corporation. Shall consist of John A.
hruse. 5. l.. Coleman and W. J.. LangwOrthy,
and these directors shall hold office until
the third Monday IN February. 1913. or I'M
til their successors shall have been selected
and indicted into office.
The said board of directors shall have
power to make all rules and regulations for
the government and management of this cor
poratiOn; II shall lie the full power and au-
thOrty In the management and control of
the affairs OF the corporation, with power TO
delegate such of its power and authority in
the management and control of the business
and affairs of the corporation To any officer
of the corporation as il sees fit. 1t shall
have the power TO I'LL any vacancy occurring
in Its number. 1t shall have power and au-
thority TO employ and dismiss employees
majority of the board Of directors voting
at any one time in person or by proxy shall
be required TO pass any resolution or adopt
any bylaw and when so adopted said reSO-
luton or bylaw shall become valid corpo-
rate acts.
Upon the third Monday in February. 1913
and on the same day of each succeeding
year, except when such day may be a legal
holiday and then upon the next following
lay day, the stockholders shall elect a board
of directors 10 serve for the ensuing year
from Its election or until a succeeding board
of directors shall have been elected and quail
flied; the board OF directors designated by
this act to hold Office until the third Mon
day in February, 1913, or until their sue
cessors shall have been elected and qualified.
The board OF directors so elected shall
elect from their number the officers of the
corporation, who shall be president, a vice
president and secretary-treasurer. no per-
son to hold more than one of the above Of
tices at the same time. the Office OF secretary
treasurer being one office.
The election OF directors shall he 10y ballot
and the person receiving the highest number
OF votes shall be elected. For electing di-
rectors or voting on any other matter. each
share of stock, whether present or represent
ed by proxy shall be entitled to one vote
and majority of the votes cast shall he
required to pass any resolution or decide
any question submitted to the stockholders
except for the alteration of amendment of
this charter or the dissolution of the cor
pOration as hereinafter provided.
The first officers of the corporation are
hereby declared to be John A. Kruse pres
ident; ). L. Coleman, yice-president; W. T.
langwOrthy, secretary treasurer, and these
officers shall exercise all the powers and
perform all the duties of their respective
offices until their successors are elected and
qualified
ARTICLE VI.
Notices Of all meetings Of stockholders
for electing directors or any other purpose
except as hereinafter provided shall be
given In writing by the secretary treasurer
to be deposited in the mail at least ten days
before such meeting, directed to each stock
holder at his last known address appearing
on the books of the corporation: but such
notice may be waived by the consent In
writing of all stockholders appearing as such
on the books of the corporation.
ARTICLE VII.
This act Of Incorporation may be modified
added to, changed or amended, or this cor
poratlon may be dissolved by and with the
assent or the holders of three-fourths In
amount of the outstanding stock, given a.
a general meeting of the stockholders to be
Convened SIEan after ten days prior notice to b
lished In the city of New Orleans, In add
tion to the personal notice to each stock
holder, as provided in Article vi Of this
eharter and such changes as may be made
IN reference to an increase or decrease OF
the capital stock shall be preceded by suci
by law.
In the event of the dissolution of the said
corporation, either by limitation of its cha
ter or otherwise, its affairs shall be liquida.
ed by three 90 commissioners to be ap.
pointed and elected at a special meeting
called for that purpose as above provided
and who shall remain in Office until the af.
fairs Of said corporation shall be fully IL
quidated; and In case of the death OF one
or more OF said liquidators the survivor OF
survivors shall continue to act
ARTICLE VIII.
No stakeholder shall be held liable or re.
sponsible for the contracts or faults of this
corporation, in any further sum than the
unpaid balance due by him to the corpora
ton on the shares owned by him, nor shall
any mere fnformality In organization have
the effect OF rendering this charter null or
OF exposing the stakeholder to liability be-
You'd the amount of his unpaid stock IL any.
Thus done and passed, at my office in the
city OF New Orleans, on the day, month and
year first herein written, in the presence of
Messrs. Jas. z. O'Hern and II. p Wood
ford, competent witnesses, who hereunto
sign their names together with the said APP
pearers and me. notary, after due reading
or the whole of these presents
(Original signed) John A. Kruse. 332
shares; s. p. Coleman, share: w. p. Lang
worthy, 165 shares: Chas. W. Snider, 1
share: John f. Long, l share. CWitness-
es) r. p. Woodford, JAS E. O'Hern.
LEWIS r. GRAM. Not PUB.
Recorded in NJ o. B. 1851, folio =.
/, the undersigned recorder of mortgages
In and for the parish OF Orleans, state OF
Louisiana. do hereby certify that the above
and foregoing act Of Incorporation of The
John A. Kruse Engineering Company was
this day recorded In my office, in book 1851
New Orleans, February 81, 1912.
(Signed) EMILE LEONARD, ID. r.
A true copy.
LEWIS r. GRAM, Not. Pub.