The herald. [volume] (New Orleans, La.) 1905-1953, 1912-04-11

the company, and to cIpcnd money in expert.
menting upon, and testing the validity or
value OF any patent rights, the company
may have, acquire or proposes to acquire To
purchase. lease or otherwise acquire lands
and buildings in this state or elsewhere for
the erection and establishment OF manu-
factory or manufactures and work shops
with suitable plants, engines and machinery
with view 10 manufacture buy. sell i'm
port and export and generally 10 deal I'm
ran and railway equipment, either directly
or indirectly, through the medium OF agents
or otherwise; and generally TO do all things
incidental 10 and necessary to carry ont the
said objects and purposes
ARTICLE ".
The capital stock Of this corporation is
hereby nNed at the sum Of twenty-five thou
sand dollars 1928 100000 to be represented
by twelve hundred and fifty Il, 2JOI shares
or the par value Of twenty dollars ISaOOOl
each, and three thousand dollars So. 900 OOI
or The said capital stock shall be subscribed
and paid up before the company can organ.
ize and become going concern The re-.
naming shares shall be issued by the board
OF directors as ii shall deem fir and nrono-
All shares Of stock shall be paid for in cash
or property OF equal value actually received
and must he fully paid for before the iSSu-
ance or the certificates therefor. The shares
or stock shall be worcestershire. and whom
ever they are issued for property received
the valuation placed by the board OF dircc-
tors on said property shall he conclusive on
me corporation and all its stockholders,
present and future.
The capital stock shall be represented by
stock certificates, transferable only on the
books Of the company on surrender OF the
outstanding certificates or proof OF loss
Intrcor' ana under such rules and regula-
lions as the board OF directors may provide
IL Is condition precedent and one of the
conditions under which the stock is issued
that before any holder OF stock shall ex-
change, or sell. or offer his stock TO an
a YPh a no hA -lo1 a..
oiter same for term OF twenty days 10
the holders of the cOmpany's stock at n
price not exceeding It's market value Such
oner shall be made to all holders OF stock
by letter addressed to the secretary-trcas-
urer or this corporation. and each holder
snail be Immediately notified by the said
secretary-treaSurer and the stock offered
shall be offered for sale to the remaining
holders Of such stock who shall be entitled
70 secure same within said period Of twenty
days at such market value in proportion to
me IN number OF shares then held by them or
IN case any holder OF stock does not desire
70 purchase said stock, then the same shall
ne divided among the remaining holders of
STOCK IN proportion TO their holdings Only
IN case the said stock Is not purchased with
in term Of twenty DAYS shall said owner
desiring 10 sell same be entitled to dispose
OF 1t TO outsiders
This corporation reserves to itself the
right to cancel any and all subscriptions TO
stock on the failure or default of the suh
scriber to pay for same after a ten-dav de.
mand by the board OF directors: said do.
Inand 10 be in writing and mailed TO tho Ia St
known address Of said subscriber All sub
scriptions to stock are made and received
subject TO this condition.
ARTICLE V.
The officers Of this corporation shall con.
slst or president, a vice-president and n
Secretary-treasurer. holders OF stock. All Of
MnoIn I9gether with three other stockhold-
constitute hn ri -
Al the corporate powers OF this corpora
ton shall he vested in and exercised nv tha
SAD SAD, board OF directors. any four Of whom
shall constitute quorum for the Transaction
OF business. The members OF the hoa rd nf
directors may act in person or by proxy in
writing attested by two witnesses The pre-
sldIng oncer acting at anv stockholders
meetlng. or at any meeting OF the board of
directors shall be entitled TO vote but in no
case or tie vote shall such presiding officer
be entitled to cast the deciding vote II he
ing the understanding that in case the men,
Ders or the board Of directors or the stock
holders In meeting assembled. be equally di.
Vlded on any matter, that no action be taken
on such matter.
The first board OF directors shall consist
Q, mares '. Frey. president: Edward James
Enrlght, vice-president: John Woods En-
r1ght. secretary-treasurer, and three other
holders or stock, all OF whom shall serve
untii thelr successors are duly elected and
qualified. This and succeeding boards of
directors shall have the power TO fiji yacan.
cies caused by withdrawal In their number
but In case Of the death Of any member OF
t me BOARD OF directors, his legal representa-
i've shall act in his place and stead during
the uneIpired term for which said decea sed
director was elected.
The board Of directors shall be elected
annually hereafter at the domicile of This
| corporation after ten days' notice in yritinc
mailed TO the last known address Of the hold
ers OF stock on the first Monday OF March
OF as soon thereafter as possible, at a meet
ing OF the holders Of stock convened for that
| purpose. The failure TO hold said stock
holders meeting on said date shall NOT for
felt the charter Of the corporation. hut The
BOARD or directors shall remain In Office un
VI tneir successors are duly elected ant
qualified. All contracts involving an amount
| exceeding one hundred dollars $500 OOl
snail be subject TO the action Of the boa RI
or directors. and the president or oficer act
ing n IN such capacity shall not have tn,
power to sign contracts exceeding thi.
| amount except by and with the authority o.
| the board OF directors. said authority TO b,
expressed In the form Of a resolution OF
| motion passed by vote of the directors
Each share of stock In this cornoratio
| SnaIl ne entitled to one vote at all stock
ho,ders meeting, to be cast by the stock
noiaer In person or by proxy. Two-third,
OF the STOCK shall be necessary as a quorum
Tor the transaction Of business at ali stock
| holders meetings.
The majority OF the stock present or rem
resented by proxy shall be necessary for til,
P"SS"SC. VI any lHOIlOn or resolution at Sucl
stockholders meeting. ~ SUI
The annual meeting for the election O
the board of directors shall be preceded b,
ten days notice mailed to each stock
holder at his last known address a specia
meeting OF the stockholders may be called a
any time by the president or when request
ed by the holders Of two shares of the stocj
or this corporation, the object of said meet
ing to be stated in writing as provided 10
other meetings.
ARTICLE VI.
NO stakeholder shall ever be held liabl,
or responsible for the contracts. faults n
defaults OF this corporation. nor shall an,
mere informally in its organization bay,
| the erect OF rendering this charter null ol
exposing any stakeholder to any liabilit,
Deyond the unpaid amount due on his stock
this clause being made a part Of the charter
OF this corporation under the provisions OF
the now existing law and to be effective al
any future date no matter what changes OF
amendments may be made in the now exist
| ing laws.
ARTICLE VII.
This act OF Incorporation may be changed
altered or modified. or the corporation NAV
be dissolved with the assent Of three-fourths