The herald., 1912-06-13
AMENDMENT TO CHARTER
CHARTER
OF ]. II. MENGE & SONS, LTD.

independence of the United States of Amer
lea, the one hundred and thirty-sixth, be
fore me. Andrew Hero, Jr,. notary public
in and for the Parish of Orleans, State Of
Louisiana, duly commissioned and qualified
and in the presence of the witnesses herein
after named and undersigned, personally
came and appeared Messrs. Bernard II
Menge, Joseph A. Menge and John ii
Menge, Jr., all of this city, who declared
that at a meeting of the stockholders of the
corporation styled J. II. Menge & Sons
Limited, held at Its Office in the City o.
New Orleans, on the eleventh day of MAY
1912, all of its stock being present or rep
resented, ii was unanimously decided Il
change, alter and amend the charter of saiC
corporation so as TO beb and read as here
matter set forth and they, said appearers
were appointed a committee to execute any
and all acts or instruments of writing tC
carry the action of said stockholders into
effect; and thereupOn acting as aforesaid
said appearers declared that the charter OF
Limited, executed before ]. J. Ward. notary
on November 80, 1904, amended by another
act passed before said notary, ]. J. Ward
on September 10, 1910, has been duly
amended and is hereby amended so as L
he and read as follows, viz:
ARTICLE /.
The name and title Of this corporation Il
-. III. Menge Sons, Limited" and II shall
shall be in the City OF New Orleans. Of
State of Louisiana. Citation or other lega
process shall be served on the president anC
in his absence or inability TO act on the vice
president or on the secretary.
ARTICLE III.
The objects and purposes of this corpor
alton are TO engage in general furnishing
and supply business, as principal and a:
agent, in hardware, ship--chandlery. paint
railway, mill supplies and machinery anC
in connection Herewith to plan, design
erect and construct any works, plant oil
other affair wherein such things are EN-
plOyed, whether in original construction oil
as parts OF some other plant or design; &c
engage in general business, at wholesale and
retail, in all lines Of hardware and supplies
for painters, mills, railways, ships anC
things OF that nature, and TO carry on the
business OF said corporation in Louisiana
and in all the states of the United States
and in foreign countries and generally tC
do and perform all things pertinent and in
cident and which may be proper and neces
sary TO carry out and execute the objects
and purposes of this corporation.
ARTICLE III.
The capital stock of this corporation shall
be two hundred thousand dollars, divided
into two thousand shares of one hundred
dollars each, payable in cash or for property
received or rights conveyed, or labor and
services rendered.
Stock in this corporation is issued, held
and acquired by the stockholders under the
following conditions, which are the essence
Of their rights as stockholders, and which
conditions shall be briefly set out in each
certificate 1t shall commence business when
one thousand shares shall have been sub
scribed for.
First: That no stakeholder shall sell
ALLEVIATE, hypothecate. transfer, or otherwise
ALLEVIATE his stock until he shall have first
offered the same unto the other stockhold
ers OF the company, which officer shall be
made In writing to the board of directors
whose duty shall be to transmit to the
stockholders Immediately, and said stock
holders shall have seven days from the
receipt of said notice by the board Of di
rectors within which they may purchase al
the value thereof, plus ten per cent.
The value of the stock for the purpose
aforesaid shall be the same as Is shown on
the Books OF the ation,-established
on the basis of the last semi-annual state
ment Of the corporation In connection with
the last monthly trial balance.
1t shall be the duty of the corporation to
make up and preserve the foregoing monthly
trial balances and semi-annual and annual
statements for the purposes aforesaid, and
which shall be at all times open to the view
of the stockholders.
Should more than one stakeholder offer
to buy said stock, the same shall be distri
buted according to their holding in the cor
poration.
In case of the acceptance of the offer un
der the provisions hereinabove set forth the
price Of such stock shall be paid In cash
within twenty-four hours after such accept
ance.
Second: The rule hereinabove set forth
shall govern in case of the death Of a stock
holder, with the additional proviso, in such
case the surviving stockholders may, at a
meeting called and held for that purpose
or at any meeting held after the death, call
the said stock at Its book value plus ten
per cent, established In the manner above
set forth. for the purpose OF conveying the
said stock to the survivors In said corpor
alton.
This option or right shall not be exer
cised, however, after six months from the
date Of the death of the stakeholder.
ARTICLE w.
All the corporate powers and the manage
ment and control of the affairs of the cor
poration shall be vested In and exercised by
a board of directors, composed Of not less
than three or more than five persons, a ma
jority Of whom shall constitute a quorum
for the transaction Of all business The di
rectors shall be elected annually by tbs
stockholders at a meeting to be held on tn,
last Monday In January Of each year, said
meeting of stockholders to be preceded by
three days notice In writing sent to each
of said stockholders at his or her last known
address. Each stakeholder shall be entitled
in person or by proxy to one vote for every
share owned by him or her; all elections
shall be held under such rules and regula
lions as may be determined by the board OF
directors. At all meetings, whether of d.
rectors or Of stockholders. all questions
at said meetings. The directors when elect
ed shall continue In Office for one year and
until their successors have been duly elect
ed and have been qualified. No failure to
elect shall operate the forfeiture of this
charter or any rights under the same Any
vacancy occurring on said board shall be
filled by the remaining directors for the
unexpired term. The board of directors
after its election, shall elect a president and
one or more vicep-residents, and a manager
1t shall also elect secretary-treasurer. The
president and manager, SUBJECT to the con.
troll OF the board, shall have the right to
appoint and dismiss the clerks and other
employees Of the corporation, at pleasure
and as the interest and business Of the same
may demand
Any director being sick or absent or about
to absent himself shall have the right to ap.
point, by written instrument another direc-
tor or stakeholder of the corporation to acl
In his absence and In his stead at any and
all meetings Of the said board of directors
during such absence or illness.
Immediately after the signing of this
charter the stockholders without further
Formally shall elect a board of directors
ARTICLE v.
The funds of this corporation shall be
deposited from time to time In a bank OF
banks to be selected by the board of direc.
tors All checks, notes, or other instru.
ments drawn, executed, or issued In said
corporations name shall be countersined
by at least two officers Of the corporation
No official shall thus sign or endorse the
name of the corporation save strictly in its
concerns.
ARTTCLLE vi.
No stakeholder shall be held liable or re-
sponsible for the contracts defaults or debts
OF this corporation, nor shall any mere In.
formality In its organization have the effect
OF rendering this charter null. or of expos.
Ing any stakeholder to any liability beyond
the unpaid balance due on the stock by him
ARTICLE VII.
This act OF Incorporation may be changed