The herald., 1912-03-21

to be To engage in and conduct the profes.
sion, science and business Of engineering and
contracting In all It's branches and espe-
cially to engage in and conduct the drain
age and reclamation Of all kinds or lands,
swamps or marshes and for those purposes
to build and construct railroads, roadways,
tramways, turnpikes, levees, bridges, build.
ings, terminal and docking facilities, and
generally to plan, construct and maintain
drainage, sewerage, irrigation or reclama-
ton systems In the state Of Louisiana or
elsewhere. And especially Is IL the object
and purpose of the organization Of this cor
poration to purchase, acquire and take over
the business, contracts and goodwill or the
partnership known and operating as the
John A. Kruse Engineering Company" and
composed of John A. Kruse and W. Z. Lang
worthy.
And in aid Of the objects and purposes
aforesaid to acquire by purchase, lease or
otherwise and thereafter own and operate
any property that may be necessary or ger
name to the aforesaid business, and gener-
ally to do anything germane or necessary
to the carrying out Of the objects and pur-
ARTICLE ".
The capital stock Of this corporation shall
be fifty thousand dollars (S50,000.00), d.
par value OF one hundred dollars (S1O0.OO)
each. This stock shall be issued only for
cash or In payment Of property or services
actually received by or rendered 10 said
mence business and become a going concern
as soon as three thousand dollars ($3,0OO)
OF its capital stock shall have been sub
scribed and paid for. Said stock shall be
fully paid at the time OF its issuance and
thereafter worcestershire, and the capital
stock may be increased or decreased In the
manner provided by the laws OF this state.
The parties to this act hereby declare
that they subscribe for the number OF shares
Of the said capital stock, set opposite their
respective names and signatures hereto, so
that this act of Incorporation shall serve
as an original subscription.
ARTICLE V.
The business and affairs of this corpora
ton shall be conducted by and all cornO.
rate powers shall be lodged in, a board of
directors, TO be composed OF not less than
three or more than five stockholders, which
said 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 organization
Of the corporation, shall consist OF John A.
kruse. ). l.. Coleman and W. T. 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 1t shall be the full power and au-
thority 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 it sees fit. 1t shall
have the power TO fill any vacancy occurring
In its number. IL shall have power and au-
thority 10 employ and dismiss employees
y majority of the board OF directors voting
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 board
or directors to serve for the ensuing year
from its election or until 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
nceS at the same time. the Office OF secretary
treasurer being one Office
The election OF directors shall be by ballot
and the person receiving the highest number
or votes shall be elected. For electing di-
rectors or voting on any other matter each
share or stock, whether present or represent
ed by proxy shall be entitled TO one vote
and a majority OF the votes cast shall be
required TO pass any resolution or decide
any question submitted to the stockholders,
except Tor 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
ldent s T. Coleman, vice-president W. p.
officers shall exercise all the powers and
perform all the duties Of their respective
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
notlce 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
poratt0n may be dissolved by and with the
assent OF the holders OF three-fourths in
amount of the outstanding stock, given at
a general meeting of the stockholders to be
convened after ten days prior notice, to be
given In one Of the daily newspapers pub
iished In the city Of New Orleans, in addi-
ton to the personal notice to each stock
holder, as provided In Article vi Of this
charter; and such changes as may be made
In reference to an increase or decrease of
the capital stock shall be preceded by such
notices. delays, formalities as are required
by law.
In the event Of the dissolution of the said
corporation, either by limitation Of its char
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 az
fairs OF said corporation shall be fully H.
quidated; and in case of the death of one
or more Of said liquidators the survivor or
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