The herald., 1912-02-29
CHARTER
OF "wEIL ELECTRIC WORKS, MOOR
PORATED."
TINTED STATES OF AMERICA. STATE
OF LOUISIANA, PARISH OF ORLEANS
CITY OF NEW ORLEANS.

TINTED STATES OF AMERICA. STATE
OF LOUISIANA PARISH OF ORLEANS,
CITY OF NEW ORLEANS.
Know all men by these presents, that on
this 10Th day OF the month of February, IN
the year nineteen hundred and Twelve
G9l2I before me. Ethelred Macaulay Stdl,
ford, n notary public, duly commissioned ana
qualified in and for the City of New Orleans,
parish and state aforesaid, and in the pres,
ence of the witnesses hereinafter named
and undersigned, personally came ana ap-
pearcd the several persons whose names
are hcreuntO subscribed who declared that,
awaiting themselves of the laws OF the state
of Louisiana. in such cases made ana pro
vided. and more particularly OF Act No -
of 1904, they have COvenanted and agreed
and do hereby mutually covenant and agree,
for themselves their successors ana those
who may hereafter become associated with
them. 10 form corporation Tor the OBJECTS
and purposes and under the conditions and
StipulatiOns contained in the following char-
ter viz:
ARTICLE !.
The name and style of this corporation
shall be the well Electric Works, IncOr-
poratcd" and under that name 1t shall nave
and enjoy all the rights, advantages ana
privileges granted by law to corporations;
il shall exist for a period OF ninety-nine
wears from the date hereof il shall have
power to contract, sue and be sued under
it's said corporate name; TO make and use
a corporate seal, and the same 10 break or
alter at pleasure; to have and employ such
mana gers, directors. officers. agents and oth-
er employees as the interest and convenience
of said corporation may require: ana 10
make and establish such bylaws. rules ana
regulations for the corporate management
and control Of the affairs OF said corpora
tOn as may be deemed necessary and ex-
pedient.
ARTICLE II.
The dOmcie of said corporation shall be
in the City Of New Orleans, State of Lou
isiana, and all citations and all other legal
process shall he served on the president. ana
in his absence on the vice-presldent, ana IN
the absence Of both Of these OIncerS on the
secretary OF said corporation as the law
directs.
ARTICLE Ill
The object and purposes for which TINS
corporation is organized and the nature OF
the business 10 be carried on by IL are
hereby declared to be: 10 hold, contract, re-
pair, receive, purchase, sell, pledge or re-
ceive in pledge, electrical and mechanical APP
planes, works and material of all kinds
to establish branch departments To borrow
money to buy, sell and mortgage real estate
and other movable property: TO lease, rent
or hire property. both real and personal
and generally to do and engage in any other
business. undertaking or enterprise connect
ed with, growing out Of germane or Incl
dental TO any Of the purposes herein above
set out or contemplated by this charter.
ARTICLE ".
The capital stock of this corporation Is
hereby declared to be the sum of fifteen
thousand dollars, divided into one hundred
and fifty shares of one hundred dollars each.
Said stock may he paid for in cash or in
property labor or services made or rend-
cred the company, and cash stock subScrip.
tions are Ia he paid in such amounts and
at such times as the Board of Directors may
prescribe. The capital OF this company can
he Increased or decreased by vote Of the
stockholders in accordance with the laws
governing Increasing or decreasing the cap
gfsNNNG inn
may begin its business and ,ecome a going
concern as soon as three thousand dollars of
its stock shall have been subscribed.
ARTICLE V.
All the corporate powers Of this corpor-
ion and the mana cement and control Of its
affairs shall be vested in and exercised by
board Of directors, composed of three
stockholders, a majority OF whom shall con
Stitute n quorum for the transaction Of all
business. These directors shall BE- elected
annually by the stockholders AT a meeting
TO be held at the domcile Of the corpora
ton, on the first Tuesday OF January of
each year Each stakeholder shall be- en-
titled. in person or by written proxy. to
vote for each share of stock owned by him
and all elections shall be held under such
rules and regulations as may I've determined
bv the board of directors. The directors
thus elected shall continue in Office for one
year or until their successors shall have
been elected and have qualified. No failure
To elect shall be regarded a forfeiture
Of this charter. Any vacancy occurring in
the board shall he filled by the remaining
directors for the unexpired term. The board
of directors shall at their first meeting after
their election, by viva voce vote elect from
among its number president, a vice-presi-
dent secretary and treasurer. II may
combine che two last mentioned offices into
one and may even elect secretary who
need not be a stakeholder The said board
of directors shall have power to make, and
from time TO time. amend bylaws. rules and
regulations for the conduct OF the affairs
Of the corporation, and to employ and dis
miss managers, clerks and other employees of
the corporation the interest and business
of the same may require. The board shall
also have full power and authority to bor
row money, issue notes ana other oOlga-
tiOns. and generally to do all things neces
sary for the proper carrying on of the bust
ness of the corporation. And also 10 issue
and deliver full paid shares Of stock of the
corporation in payment of property or
assets actually received by the corporation.
Any of the directors shall have the right to
appoint by written instrument, another d.
rector or stakeholder to act as his proxy
and in his stead. at any and all meetings of
the board of directors.
The first board of directors of this cor
pOration shall consist of Achille :. Picard.
Louis Geismar and Michael Heymann, with
mar as vice-president and Michael Heymann
as OBSERVATION-DISCLOSURES Said directors to re-
main in Office until the election to be held
in January, 1913, or until their successors
are elected and qualified, said officers. how
ever. holding their offices only at the pleas
ure of the board.
ARTICLE VI.
No stakeholder shall ever be held liable
or responsible for the contracts. faults or
debts of this corporation, nor shall any mere
informality in organization have the effect
of rendering this charter void or of exposing
stakeholder to any liability beyond the
unpaid balance due on the shares owned by
him.
ARTICLE VII.
This act of incorporation may I've changed
modified or altered, or this corporation may
be dissolved with the assent of its stock.
holders owning three-fourths (3-4 of the
capital stock of the corporation present, OF
represented by written proxy at a general
meeting convened for that purpose and after
at least ten days notice in writing snail
have been given through mail to each stock
holder at his last known place Of residence
In case OF dissolution by the expiration OF
this charter or otherwise, the stakeholder.
shall elect three liquidators from among
their number to settle and wind up the af
fairs and business Of this corporation IN
case of death or disability Of any one OF
said liquidators. the survivors may appoint
stockholder as successor to him, or II they
do not the powers Of all three shall vest IN
the two survivors.
ARTICLE VIII.
In order that this charter may act as the
original subscription list made for the pur
pose OF organizing this corporation. the in
corporators have signed their names there
to and placed opposite to their names the
number OF shares subscribed by each.
~. Thus done and passed, in my Office in the
! city or New Orleans, Parish of Orleans
state of Louisiana, aforesaid on the day
and In the month and year herein first above
written in the presence of cOmpetent wit