The herald., 1912-08-15
CHARTER
OF AUTOMOBILE OWNERS PROTEC'
I'VE ASSOCIATION.
UNITED STATES OF AMERICA, STAT

came anu appeared me several PURSUITS
whose names are hereuntO subscribed, who
Severally declared that availing themselves
of the laws OF this state in such cases made
and provided and particularly of the pro
visions of an act of the legislature Of this
state. known as act No. as of the session
of 1904, they do by these presents, covenant,
agree and bind themselves as well as such
other persons who may hereafter become
associated with them, to form and conStl-
tute a corporation and body polite in law
for the objects and purposes and under the
stipula lions following. to-wit:
ARTICLE l.
The name and title Of this corporation
shall be the Automobile Owners Protect
| i've Association" Its dOmicile shall be in
the city of New Orleans, and 1t shall have
and enjoy succession under its corporate
name for Il period of nnety-nine years from
and after the date hereof, and shall have
and enjoy all the rights and privileges
granted by law , 70 g9TPGrai II
1t shall begin business at once; 1t shall
| have power TO contract, sue and be sued
| in its corporate name: 10 make and use
| n corporate seal, and the same 10 alter at
pleasure: to hold receive, purchase, sell,
| convey, mortgage, lease, hypOthecate or
pledge property, both real and personal !;
issue bonds, notes and other obligations; TO
| have and employ such managers, directors,
officers. agents, clerks and other employees
as the interests and convenience OF said
| corporation may require; and TO make and
| establish such bylaws, rules and regula-
lions for the proper mana cement and con-
| troll of the affairs of said corporation as
may be necessary and expedient.
| ARTICLE III.
| The president or in the event OF his
| death, absence or inability TO act from any
cause the first vice-president is hereby des-
| ignated as the person upon whom all cita-
lions or other legal process shall be served
The objects and purposes for which this
| corporation is organized, and the nature OF
| the business to be carried on by 1t In the
/ Y l., ~ ,NnNn Of
the United States and in foreign countries,
| at the discretion of the board of directors,
| are hereby declared TO be the following to
wit: To acquire, maintain and operate a
| garage, for the storage, cleaning, polishing
and general care of automobiles and all
other kinds OF auto vehicles, to buy, sell,
| lease and exchange automobiles and auto
| vehicles of all descriptions, principal,
| agent or on commission TO construct, main
tain and operate complete machine shop
for the repair of automobiles; to both man.
ufacture and assemble automobiles, auto
| vehicles or any of the various parts there
| of: to buy, sell, lease and exchange all char
| acter and kinds OF personal property, wheth-
er the same be specially identified with the
automobile business or not, and particularly
tires, lubricating oil, gasoline, yarnishes
paints. and automobile accessories: to main
tain and operate, for hire taxi-cabs, auto
| mobiles and auto-vehicles: to organize, con
duct. maintain and operate school where
instruction shall he given In the operating
and repair OF automobiles; to acquire by
purchase. lease or otherwise all real estate
and to buy, sell, lease. erect, construct anC
maintain all such buildings as may bt
deemed proper. necessary, expedient OIL
in the discretion Of the board. fol
the proper conduct, management and con
trOl OF the business OF this corporation
to acquire by purchase. lease, exchange o.
otherwise trademarks, trade-names, copy
, rights and patents: and. generally. to en-
gage in any business. whether or not thu
same be incidental to that specially men
toned herein provided such business be no
specially prohibited by law.
ARTICLE V.
The capital stock of this corpor9tiOn Il
hereby fixed at the sum OF one hundred AM
fifty thousand $3.50, 00O.0O) dollars. divid
ed into three thousand (3,0O0) shares o
, fifty (s5O.00) dollars each. payable in cash
or its equivalent, as the board of director
) may direct, and the corporation is to begil
business as soon as twenty-five thOusant
1 Gs25.OO0.OOl dollars of the capital stocl
has been subscribed for. All shares Of stocl
5 transfer OF stock shall he binding on tn
company unless recorded upon its books
and made In pursuance Of its charter an,
, bylaws. No transfer or sale OF stock shall
be made to any person without previousl
Offering the same at the same price TO tn
stockholders Of this corporation; said offe
!. to be submitted in writing to the board o
: directors, stating the number of shares OF
fered for sale. the price bona fidely for tn
e same, and the name of the person maxim
such offer; such option shall be granted 70
= period or NOT less Jnan twenty DAYS, u1
Z less the hoard Of directors unanimous
waive this delay, in writing.
81 ARTICLE vi.
Il All the corporate powers Of this CON
pany, and the management and control o
oil its business shall be vested In and exercise
by board Of directors composed of seve'
D 90 stockholders. A majority of the direC
tors shall constitute quorum for the trans
= he elected annually by the stockholders Of
the second Monday Of July OF each yeal
8 Each stakeholder shall be entitled, In pei
son or by proxy, TO a vote for every shar
e of stock owned by him. and all election
v shall be held under such rules and reguls
tions as may he determined by the board o
| directors.
The board OF directors thus elected shal
continue in Office for one year, and unit
their Successors have been duly elected an
qualified Any vacancy occurring on sal
board shall be filled by the remaining d
rectors for the unexpired term. The boar
of directors shall at its first meeting afte
its election, nominate out of its number
president. a first vice-president, a secon
: officers shall have such powers as may b
conferred upon them by the board OF d
rectOrs. The board of directors shall hav
the right and power, and shall, from time I
time, employ and discharge such clerks an
other employees may be deeemd neces
| sary expedient and proper, by them, 70
the proper conduct and management Of tn
affairs. business and interests Of said col
/
the right to appoint by written instrumen
another director as his proxy to act 4
his stead at any and all meetings of tn
board of directors.
The board OF directors shall elect an
employ the secretary of this corporation
who need not be a stakeholder, and the
shall fix his compensation, duties and teri
of employment
ARTICLE VII.
At the first stockholders meeting to b
: held Immediately after the organization o
this corporation the stockholders shall elec
the members Of the board, as herein abov
( provided for, and said directors shall the
Immediately elect the officers named in thi
i charter. All directors and officers, thu
n elected, shall serve until the annual stock
holders meeting to be held in July, 191:
G ARTICLE VIII.
This act of Incorporation may be changed
modified or altered, or this corporation ma
G be dissolved with the assent of the shar,
represented at a general meeting convene
for that purpose. and after at least tie
days written notice of this meeting has bee
given through the mail, addressed to eac
stakeholder at his last known place of re:
idence. In case of dissolution by the expirs
| tion of this charter or otherwise, the stool
holders shall elect three liquidators to sery
II without compensation, and to whom on
q year shall be granted for the liquidation {
the affairs of the corporation. In case
t the death or disability Of any one of sal
| commissioners, the survivors OF the remain
l. ing commissioners shall appoint a successc
h to him.
ARTICLE TX.
Ell No stakeholder Of this corporation sha
| ever be held liable for the contracts 4,
debtedness or faults thereof in any turtle