The herald., 1913-10-02

poration shall have the power and authority
TO contract; TO sue AMI be sued; 10 make
and use corporate seal and the same 70
break, alter or amend at pleasure; to hold,
receive, purchase, convey, deliver, mort
gage, hypothecate and pledge any rear or
personal property, and TO Issue notes ana
other obligations, negotiable instruments, OF
other evidences OF debt: 10 have and employ
such managers, agents and other employees
as the interest and convenience or said cor
poration nav require or demand, ana 10
make and establish such bylaws, rules and
regulations for The corporate management
and control OF its affairs as from time 10
time may be deemed eXpedient or necessary.
ARTICLE 1.-THE domIcile OF this corpo-
ration shall be In the City OF New Orleans,
parish Of Orleans, State OF louisiana ana
all citations and other legal process shaIl
be served upon the president, and IN MS so-
sence upon the vice president, and In the alb
sence OF both, upon the secretary treasurer.
ARTICLE III-The objects and purposes
for which this corporation is established, and
tn. nature Of the business TO be by IL carried
n, are hereby declared 10 be TO do general
ontractlng business, building and construct
Ing OF wagons, carriages, buggies, automo-
niles. or repairing same and in general TO
buy and sell merchandise and do any and
all character and nature OF business that re
fers To the blacksmithing or manufacturing
OF articles necessary in carrying on the
business Of blackSmiths and wheelwrights,
and to buy, SELL lease or otherwise deal IN
all machinery useful or appurtenant 10 said
Iany other business, undertaking or enter
prise connected with, growing out of or Incl
dental TO any Of the objects hereinbefore set
forth.
I ARTICLE Iy-rhe capital stock OF this
Incorporation IS hereby fixed at the sum OF
! three thousand dollars ($3, 100000 divided
into and represented by thirty 1901 shares
Of the par value Of one hundred (SlOO.OO)
dollars each said shares Of stock shall be
issued only at par, and when issued shall be
paid FOR In cash or property or In the equiv
alent thereof. All shares OF stock shall be
issued as full paid and worcestershire. and
no transfer Of said stock shall be binding
on said corporation unless recorded on its
books. No holder OF stock In this corpora
\ ton shall sell his stock 10 any person until
he has first offered II to the board Of dlrec-
tors OF said corporation at its then book
value. and II shall be optional for this cor
pOration 10 refuse to recognize any transfer
/ OF stock made in violation OF this provision.
| This corporation shall be a going concern
as soon as three thousand (s3, 0000O) dol
lars OF its capital stock shall have been sub
scribed and paid for as hereinbefore pro
vided.
! ARTICLE v-All the powers OF this
corporation shall be vested in and the man
agement and control Of its affairs shall be
exercised by board Of directors to be com.
| posed OF three stockholders, any two OF
whom shall constitute quorum for the
transaction OF the business OF this corpora
| tion. The first board Of directors shall be
composed OF Bennett W. Seide John G.
GrOsz and Louis Kaul. The officers Of first
| board shall be selected by the said
| board OF directors before their first meet
ing. who shall select a president, a vice
president and a secretary treasurer. Said
| board OF directors and officers shall serve
and remain in office until the 18th OF Sep
| TENDER, and on which date annually there
after the board Of directors shall be elected
| by the stockholders at meeting called for
that purpose; All directors and officers
shall hold ofice until their successors are
elected and qualified, and any failure to elect
directors shall not be regarded as a forfeit
ure OF this charter. In the election OF d.
| rectors, each stakeholder shall be entitled TO
one vote for each share of stock held BY him.
which must be cast either In person or by
duly authorized proxy, and the majority OF
votes cast shall elect. Any vacancy occur
ring In the board OF directors may be filed
by the remaining directors for the uneIpired
term. At the first meeting Of the board Of
directors after their election and qualifca-
Der a president, a vice-president and q secre-
Itary- treasurer.
| ARTICLE VI-Au the meetings of the
stockholders shall be called by written no.
tice, mailed to the last known address OF
each stakeholder, not less than thirty days
lbefroe the date fixed for such meeting I'M
less said notice has been waived In writing
lby the stockholders.
| ARTICLE VII-This act OF Incorporation
may be amended, modified, changed or al
tered, or this corporation may be dissolved
with the assent OF the stockholders holding
and owning three-fourths OF the capital
stock thereof who may be present or repre-
sented at a general meeting of the stock
holders convened for that purpose, and of
ever this corporation shall be dissolved,
either by limitation or from any other
cause its affairs shall be liquidated by three
81 commissioners to be appointed Tor tnat
purpose from among the stockholders, at
meeting Of the stockholders convened Tor
that purpose; said commissioners shall re-
main IN ONCE until the affairs Of said cor
poration shall be fully and finally liquidated.
Any vacancy occurring among the liquida-
tors, from any cause whatsoever, shall be
filled by the remaining commissioners.
| ARTICLE VIII-No stakeholder shall ever
Ibe liable or responsible for the contracts or
faults OF this corporation In any further
sum than the unpaid balance due by him on
the snares OF stock subscribed to or owned
by him, nor shall any mere informallty in
the organization OF this corporation have
the effect OF rendering this charter null or
of exposing the stockholders TO any further
liability than the unpaid amount which may
be due on his stock subscription. The list
OF subscribers hereto annexed shall serve as
the original subscription list Of this corpora
ltion.
I Thus done and passed in my notsrisl Of
fee In the city Of New Orleans, In the pres
ence OF Messrs. Otto T. Hasenkampf and FL
full age and residents Of this city and par
| ish, who have hereunto subscribed their
Names together with the said appearers and
(SIgned) Bennett W. Seidel, IA shares at
800; John G. Grosz, IA shares at 500;
Louis Kaul, 2 shares at 500. (witnessesl
Eldon s. Lazarus and Otto T. Hasenkampf)
| II. MICHEL, Not. Pub.
/, the undersigned. recorder of mortgages
in and for the parish of Orleans, State of
| Louisiana, do hereby certify that the above
and foregoing act of Incorporation OF the
| "Seidel-Grosz Manufacturing Company was
this day duly recorded In my Office in book
| 1119. folio -
New Orleans, September 18TH 1913.
| (Signed) EMILE J. LEONARD,
| (SeaD Dv. Recorder.
A true copy OF the original charter Of the
SeldelGrosz Manufacturing Company, passed
before me, the undersigned notary, together
with the recordation OF same
Fl. MICHEL, Not. Pub.
SAINT nct o q 10 90