The herald. [volume] (New Orleans, La.) 1905-1953, 1912-05-30


lily came and appeared: Charles y. Skin
er, of full age and a resident OF the city
I New Orleans; Charles l.. Campbell, also
4 full age and a resident OF Shreveport
louisiana, and William +. Arlington, also
4 full age and a resident of Saginaw, Michi-
AN, who declared that availing themselves
II the provisions OF the laws OF the state OF
relative to the organization Of
they have formed and do by |
heSe presents form and organize them
elves and such Others as may hereafter be
oined with them, into a corporation for the
objects and purposes and under the stipla-
ions hereinafter set forth, which they do
hereby accept as their charter, to-wit:
ARTICLE I.
The name and title Of said corporation |
shall be AMERICAN BD0W-PIPE x VEN {
rILATING COMPANY, and by that name il |
shall have power and authority to have and |
enjoy succession for the term OF ninety-n |
years from and after the date thereof.
ARTICLE II.
The domicile of said corporation shall be
In the city of New Orleans, state of Louisi- |
ana, and all citations and legal process shall
be served on the president OF said corpora
ton, and in case OF his absence upon the
upon the secretary or treasurer, or the sec
OF said corporation.
ARTICLE III.
This corporation shall have power and
authority 10 contract, sue and be sued in
its corporate name; to make, adopt and use
a corporate seal, and same TO break and al
ter at pleasure to receive, hold acquire,
purchase lease, convey and sell, as well as
mortgage, pledge and hypothecate under its
aforesaid name, property both real and per-
sonal in accordance with provisions OF the
bylaws concerning such matters; to name
and appoint such managers, directors, Off
GERS, clerks and agents as its interest, pur-
nd lion NAV anufra 10 ata
and establish such bylaws, rules and regu-
lations for the conduct and mana cement of
the affairs OF the corporation as may be
necessary and proper. and the same to alter
and change at pleasure by a three-fourths
vote OF the subscribed capital stock to bor-
row money, to draw notes and indorse the
same, accept drafts and indorse the same,
and generally to do and perform all such
acts and things as may be necessary, desira-
bic and proper for financing and carrying
out OF the purposes and objects for which
this corporation Is created; and said corpo-
ration shall possess all the rights, powers
and privileges now accorded to corporations
under the laws of this state, or that may
hereafter be accorded to them by law.
ARTICLE ".
purposes for which 1t is created and estab-
lished, and the nature of the business TO be
carried on by il is hereby declared 10 be as
follows: manufacturing exhaust and ven
IduS, cOlleCIOrS ana OuSI col
lecting apparatus, exhaust and blow piping
and appurtenances thereof, also erecting
same in woodworking factories, cotton
mills, shoe factories, and all other descrip-
ton of factories in which dust producing
machinery Is used, also manufacturing and
erecting a general line of galvanized and
black sheet iron work for ventilating and
other purposes, and generally to do all other
such things that are pertinent TO or connect
ed with the object of this corporation.
InrrCu "
The capital stock of this corporation Is
hereby fixed at ten thousand dollars (S10,-
0OO.0O), to BE- divided into two hundred
shares Of the par value of fifty dollars each,
and this corporation Is authorized to begin
business when one hundred (1OO) shares OF
| its capital stock are subscribed and paid fol-
| in cash or its equivalent. The stock may
be issued at not less than its par value fol
property or merchandise purchased.
ARTICLE vi.
All corporate powers of said corporation
shall be Vested In a board Of directors, t
be composed of not less than three stock
president, vice-president, secretary anC
treasurer; the office of secretary and treas
urer may be held by one member OF tn
board and so combined upon resolution o
the board at any meeting thereof
The board of directors shall be electe,
annually on the second Tuesday in Januar.
Of each year, and should such date fall oil
day thereafter The majority Of said boar,
shall constitute quorum the first boar
of directors shall be Charles n. Skinner
president; Charles |. Campbell, vice-presl
treasurer, who shall serve until Januar
/ l4th, 1913, or until their successors ar
duly elected.
stockholders. and each share of stock shal
be entitled to one az vote, to be cast b
its owner In person or proxy, and the ms
jority of votes cast shall elect.
They shall have power to contract debt.
! borrow money, issue bills of exchange, note!
! execute mortgages, employ such agent
managers and employees as the bushes
may require, and generally to do all thing
incident to the objects and purposes of tn
I said corporation, and shall designate tn
powers OF the different officers not othe
. wise provided therein.
A quorum of stockholders for the purp0s
= of doing business, other than to make an
c establish bylaws, rules and regulations fC
the conduct and management Of the affail
Of the corporation, and to alter and ehanl
same, shall consist of a majority of the SUI
g scribed capital stock, after notice to atten
= meeting as prescribed in Article VII.
d ARTICLE VII.
!. This charter may be modified, changed
e altered or said corporation dissolved, wit
y the consent of three-fourths In amount I
e the subscribed capital stock, represented
lany meeting of the stockholders convene
for that purpose after ten (1O) days prev
Gus notice of said meeting shall have bee
d given by registered letter sent to last
y dress shown on stock book.
II Whenever this corporation Is dissolv,
" by limitation or any other cause, Its anal
D. shall be liquidated by two 90 commissions
h elected by three-fourths Of the stockholdel
n who shall have power to wind up its affail
10 dispose of its assets, settle its liabilities al
T. distribute the proceeds among the stoc
N holders.
1T ARTICLE VIII.
II No stakeholder shall ever be liable for {
z. contracts or faults of said corporation
any other sum than the unpaid balance d
the company on shares Of stock owned
subscribed for by him. No share Of sto
)y shall be transferred, sold or disposed
ne without the owner thereof first giving thir
s DAYS notice In writing to the other stot
ed holders, and GLOWING them the privilege
lg first purchasing such stock at the actJ
ch value All sales or transfers of stock to
n. valid must first be made on the books or
r, company.
lis Thus done and passed before me, the !
designed notary public, on the date and
the month and year as hereinabove WRIT
and In the presence Of Messrs. Herbert
he Kaiser and Junius W. Lowry, both OF Ia
Its full age and residing In this parish, comp
al emit witnesses who have signed these pr
ok ents, together with the appearers and !
al notary, after due reading of the whole.
of (Signed) Charles N. Skinner, Charles
ng Campbell, william e. Arlington, Henry
Mt Reynick. witnesseth: (SignedD ].
Lowry, a.. W. Kaiser.