The herald. [volume] (New Orleans, La.) 1905-1953, 1913-09-11

az Ict No "a Of 1904. as well as Of those
of the general laws OF this state relative 10
the organization OF corporations. they nave
contracted and agreed, and by these presents
contract covenant and agree, and bind and
obligate as well themselves as such persons
as may hereafter become associated win
them. TO fern and constitute corporation
and body polite in law, for the objects ana
purposes and under the articles and Stlpula-
lions following, to-wit:
Article THE name and title OF the said
corporation shall be the ''Toomey OIL X Gas
Company" and under its said corporate
name Il shall have power and authority and
shall enjoy succession for the full term and
period of ninety-uine (99) years from ana
after the date hereof; TO contract, sue ana
he sued to make and use a corporate seal,
and same TO break and alter at pleasure, to
purchase, to receive, lease, hold and con-
vey. as well as mortgage and hypOthecate
under its corporate name, property Doth rea
and personal TO name and appoint such
managers and directors, OMcers and agents
as the interest and convenience OF said cor
poration may require, and to make and es-
tablish as well as alter and amend at pleas
ure such bylaws, rules and regulations FOR
the proper management and regulation OF
the affairs OF said corporation, as may be
necessary and proper.
Article 1.-THE domicile OF the said cor
poration shall be at New Orleans, pa lsh OF
Orleans, state OF Louisiana, and all eta
tiOns or other legal process shall be served
upon the president OF said corporation. or,
IN case OF MS absence, upon the VIE pTt-l-
dent. or in the absence OF both OF these
officers, upon the secretary treasurer OF the
corporation.
Article IIl.-The objects and purposes for
which this corporation Is established and
the nature OF the business TO be carried on
by it. are declared and specified TO be to
purchase, own, hold, sell, mortgage. lease,
ALLEVIATE, receive and otherwise acquire and
dispose OF real estate, oil and mineral land,
and oil and mineral rights, and any other
interest in lands, both in Louisiana and
elsewhere. To buy, sell, own, lease, or
otherwise acquire, and TO operate and main
tain as principal or as agent In this state,
or elsewhere, drilling outfits, machinery, ap-
planes apparatus and buildings Of every
description used or suitable for use in the
extraction OF oil, gas or any other minerals
from the earth. and for the housing, pre-
seryation. handling refining and tranSporta-
ton of the same when so extra cted, and
particularly storage tanks ana pipe lines, all
solely for the uses OF its own business, and
without power Of eminent domain, TO buy,
sell. or otherwise acquire and ALLEVIATE, and
to establish, export or import oil, minerals
mineral products OF all kinds, and in
connection with said objects TO lease, buy,
sell. build or otherwise to acquire. and TO
locate and maintain warehouses, sheds, stor-
age tanks. tank cars. dwellings. store houses
and repair shops. TO sell merchandise and
carry on a general store and commisSary.
and to- conduct hotels. boarding houses, and
lodging houses for its agents and employees
and generally to hold and exercise all such
incidental powers and privileges not express
ly excluded as relate TO the objects herein
before set forth.
Article IV.-The capital stock OF the said
corporation is hereby fixed at one hundred
and fifty thousand dollars $3.50. OO0) dvid-
ed into and represented by one hundred and
fifty thousand u50,O00l shares of the par
value Of one dollar (Sl.00) each. The
whole of the said stock or any part thereof
may be issued and delivered to any person.
firm or corporation for the requirement Of
rights, privileges, franchises and property
purchased and acquired by this corporation.
also in payment, settlement and adjustment
Of the cost, fees, charges and expenses, and
commissions incurred for services rendered
in the formation and organization of this
corporation, and In acquiring and bringing
about the purchase OF the property, rights
and franchises aforesaid, also for cash or
In instruments OF such amounts as the board
Of directors may determine, also for mer-
chandiSe received or services actually rem
dered TO this company. The board of direc-
tors as hereinafter created Is especially gu.
thorized 10 dispose OF the stock OF this cSm-
PAW in whole or In part, for any and all
Of the purposes above stated. as in Its judg-
ment may seem fair and proper. This COM
pany shall begin business as soon as three
thousand dollars tS3.OO0l Of its stock shall
have been subscribed.
Article V.-All the powers OF this cor.
poratiOn shall be vested In and exercised
by the board of directors composed Of five
60 stockholders, any three Of whom shall
constitute a quorum for the transaction OF
business The said board of directors shall
he elected annually on the second Wednes-
tion to oe held in the year 1915.
All elections shall be by ballot at the
office OF the corporation under the supervi-
sion of three 90 commissioners to be ap-
pointed bv the board of directors and, in
the absence Of any commissioner, the presi-
dent shall have the power to fill the place
bv appointment, and OF all such elections as
well as meetings OF stockholders, except for
hn Of Irnf Hat nlt,tfn
as otherwise required by law, ten (10) days
notice shall be given by mailing TO each
stakeholder who appears as such upon the
books of the company, at his last designated
address or to the General Delivery at New
Orleans, II he has not designated an ad-
dress, an announcement stating the time
and the place of the meeting. Each share
holder shall be entitled to one vote for
each share of stock standing in his name on
the books OF the company, cast in person or
by proxy. and the majority of the votes
cast shall elect The board OF directors
shall have the power TO fill all vacancies
that may occur on the board. Failure 10
elect directors on the day above specified
shall not dissolve the corporation, but the
until their successors are elected and quail
fed.
Due notice of another election shall forth
with be given as above provided. Such no
tice OF election shall be continued to be
given until an election Is held. The board
of directors at the first meeting following
an annual election shall elect from their
number president, a yice-preSident, a Sec
rotary, and treasurer, all of whom shall
be stockholders, and such other officers as
the board shall deem necessary. The board
shall have the power in Its discretion to
unite two or more of the above offices and
the same to confer upon one person, and
shall have power to fix the salaries of all
officers and OF such other officers as they
deem necessary. The board of directors
shall have the power to make and establish
as We as alter and amend all bylaws rule.
and re -ulations necessary and proper for
the suDDort and management Of the business
and affairs Of this corporation, not incon
sistent with Its charter.
The said board shall have also full power
and authority to borrow money through the
president or some other duly authorized
agent or agents; to execute mortgages anC
/ issue notes, bonds or other obligations II
| such a manner and on such terms as II
| generally to do all the things necessary 70
the proper carrying on Of the business o
| the said corporation as also to issue an,
| deliver full paid shares Of stock and bond
| or other obligations of the said corporation
| In payment Of the money borrowed or me
ney, labor, services, property or rights &C
| tually received by said corporation, as here
| tofore set forth. At any meeting of tn
board OF directors, any director absent froI
| the meeting may be represented by any othe
director. who may cast the vote of said al
sent director, according to the written II
struction of the said absent director. tn
board OF directors shall have the power, b
vote OF not less than four ca director!
to sell, lease, mortgage (by bond mortgag
or otherwIseI or to pledge any or all of tn
to the corporation, or to receive In exchang
therefor money, or stock or bonds or otht
obligations of another corporation withor
referring to the shareholders for the pows
90 10 AvzI NhA,, IL