The herald., 1912-10-24

each: said Stock shall be paid for in cash,
In property actually received. or services
actually rendered, and NAV 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 at such times as the board of direc.
tors shall determine. This company shall
be a going concern as soon as three thou.
sand ~(S3,OO0.0OJ 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, to 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 or one or more commissioners, selected
by the board of directors. Notice of cleo
tlons 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
one vote for each share Of stock standing In
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.
Ihe remaining directors shall fill any va
cancy In the directorate, for the remainder
or 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
Tor the transaction of any business.
The board of directors may appoint such
O1ncers. managers, agents, clerks and other
employees as 1t may deem necessary for its
purposes and business and dismiss same at
pleasure Ii may make and establish. as
well as alter and amend, any and ali by
laws. rules and regulations necessary and
proper Tor the support and management of
the business and affairs Of this corporation /:
II 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 a proxy, to represent
him; at any and all meetings of the board.
posed of LYMAN c. Reed. Douglas III. Homes,
Charles B. Murphy and William III. B.
Spangenberg. with the said Lyman G.. Reed
as president, Douglas II. Homes as vice
president. and Charles B. 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 a president
md a vice-president. They shall also elect
/ secretary-treasurer who need not be a
'tockholder, In case Of the inability of any
me OF the above officers to act for any
'ause. the board of directors shall have the
I'VE to I'LL such Office temporarily or per- |
nanently as may be necessary.
ARTICLE vi.
This act Of Incorporation may be altered |
r amended. or this corporation dissolved. |
nth the assent Of t%wo-thirds of the capital |
ne stockholders called for such purposes.
fter notice Of such meeting shall have been
ublished In one or more newspapers pub
shed In New Orleans once a week for four