The herald., 1913-11-27
CHARTER
T. THE BIRD MOTOR AR COMPANY.
1

BE- il known lhat on this !Iy. the Thrift.
r'I ~ the month ut october. .u 'h, wear ~
our Lord one thousand nine hundred ami
thirteen and ~ the Independence " the
United states OF America. the one hundred
and thi-'y." t-Hrh. before me. Lewis Ross
nrr EFHhNm. a notary public, in and Tor
fhr parish ~ Orleans. state uf Louisiana.
iIiy commissioned, sworn and qualified, aud
10 the presence OF the witnesses hereinafter
named AMI Undersigned. personally came
and appeared the several parties whose
names are hegeuut0 subscribed. who sever
ally declared that, avaNInS themselves %
'H. provision, 90 flr laws - this state rel
f'iy" % The organization II corporations.
they hay" ,pyruJnruI aud agreed ana do.
10y these presents, covenant, agree ant bind
hereafter associated with them 20 form
themselves into corporation Tor the OBJ
l"tiS and purposes, with The nam" aud uu-
ter the S,iDulationS following to.Wit.
Arti,l" The name AMI style or this
corporation shall De The Bird Motor Car
Company, Limited, and 10y said corporate
name 1t shall have and enjoy succession FOR
a period ut ninety nine years from the date
hereof. unless sooner dissolved and shall
have all the rights, privileges and immuni
ties granted 10y law to corporations and
under said corporate name II shall have
power and authority 10 contract, sue and
he sued; 10 make and use a corporate seal;
TO hold receive, purchase, convey, hypOthe-
cate, mortgage, lease OF pledge property,
either real or personal. rights or credits
stocks and bonds. 10 Issue bonds. notes and
other evidences II debt and To pledge the
same 10 titioI~f notes. 10 nave ana employ
such managers. directors, officers, agents and
other employees as the Interest and COnvc.
nience Of the corpora Ion may require, and
10 make rules and REG llltionS for It's cor
poratc management and control.
Article 1.-THE domlc!le or this corpor-
alton shall be In the city OF New Orleans.
and all citations or other legal process shall
he served upon the president, or in case N
his absence or inability TO act, upon the
vice-president, or In case Of the absence or
| Inability to act Of both OF said officers upon
the secretary treasurer.
Article ITT.-The objects and purposes OF
this corporation are hereby declared TO be
10 purchase and sell automobiles Of every
description, and all parts thereof and acces-
series thereto belonging. including oils OF
all kinds, as well as to repair renOvate,
store. renew, remodel reconstruct same. TO
act as agent for manufacturers OF autOmO-
biles, etc; In word, TO do and perform
any and all acts and transactions necessary
and proper in the conduct OF the automobile
business; also to handle all kinds Of ma
Chinery, tools, appliances and implements
that may be used In the automobile busi
ness.
Article Iv.-The capital stock OF this
corporation IS hereby declared to be five
thousand dollars (s5,O0O), divided into and
represented by fifty shares OF one hundred
(S10O.O0l dollars each, which stock shall
be payable In cash, or may be issued in pay
ment OF property purchased or for services
rendered to this corporation, and shall be
paid for at such times as the Board OF
Directors may. require. This corporation
shall begin business and become going con
Germ as soon as three thousand dollars
shall he subscribed for.
Article v.-No stakeholder may sell. as
sign or transfer his stock in this corporation
without giving to the corporation, through
Its secretary, thirty days prior notice in
stockholders shall have the first privilege
OF purchasing the said stock at the book
value thereof for a period OF thirty days
from said notice, after which thirty days
notice the said stock no sold In the
open market.
Article Vial the corporate powers Of
this corporation shall be vested In and eX-
ercised by Board Of Directors elected from
among the stockholders, two OF whom shall
constitute a quorum for the transaction OF
any and all business The said board shall
consist OF three directors.
On the first Monday In October 1914. and
annually thereafter, a general meeting Of
the stockholders shall be held for the pur-
pose OF electing directors for the ensuing
year. Said election shall be by ballot at
the domicile OF the corporation, and the
shareholders receiving majority of the
share Of stock shall be entitled to one vote,
whether holder thereof Is present or repre-
sented by written proxy.
Immediately after election the said direc-
tors shall select from their number a presi-
dent, vice-president and secretary treas
urer.
Article vII.-Notice OF all meetings of
| stockholders for election Of officers or for
any other purpose shall be given in writing
by the secretary, to be deposited in the
mall at least ten days before such meeting
! is held. and directed to each stakeholder
| to his name and address, as the same shall
| appear upon the books of the corporation,
unless said notice is waived In writing by
| all OF the stockholders appearing as such on
| the books.
At all such meetings every stakeholder.
whether present In person or by proxy shall
be entitled to one vote for each share OF
| stock standing In his name on the books of
! the company, and a majority or the votes
SO cast shall be sufficient to elect or decide
| all questions voted upon.
| Article NIII.-NO stakeholder shall ever
| be held liable or responsible for the con-
tracts, faults or debts OF this corporation
| In any further sum than the unpaid bal
ance due to the corporation on the shares
| Of stock owned by him, nor shall any mere
informality In organization have the effect
| OF rendering this charter null or OF expos
| Ing a stakeholder 20 any liability beyond the
unpaid balance due upon said stock
Aticle lN.-This act OF Incorporation may
be altered amended or modified. or the
corporation may be dissolved by vote OF
fhree- fOurths In amount OF capital stock.
represented at a general meeting OF the
| stockholders called for that purpose, after
giving notice thereof as provided In Article
VII OF this act, and in case Of dissolution.
at least majority OF the entire stock must
be present or represented at such meeting
and the stockholders at such meeting shall
elect two liquidatlng commissioners who
shall have entire charge OF such liquidation
with authority to sell and dispose OF the
/
vacancy occurring In their number.
The subscribers hereto have respectfully
written opposite their names the amount OF
stock In this corporation subscribed TO BY
each OF them. so that this act OF lncorpOra-
tion may also serve as the original subscrip-
ton list OF said corporation.
Article X.-Until the first election on the
first Monday In October, 1914, the following
shall constitute the first Board OF iDrec-
tors, viz. Dan W. Feltei N Il Bird and
w. VI Brand, with the said Dan W Feitel a.
president y. l. Bird az vice president, and
W. VI. Brand as secretary-treasurer.
Article Kiln case OF vacancy on the
Board OF Officers or among the officers from
any cause, the vacancy shall be flled ar a
special meeting OF the directors called for
that purpose.
The Board OF Directors shall have power
TO enact such bylaws, rules and regulations
same 70 alter and amend at pleasure.
THUS DONE AND PASSED IN my Office IN
| the city OF New Orleans aforesaid. the day
month and year first above written. in the
presence OF Messrs Nathan III. Feitel aud
siding In this city, who hereto sign their
names, together with the said parties and
| me. Notary, after due reading Of the whole.
| tWitneSseS-Signed) : Nathan II. FCite'
Thomas +. Furlow
| Names OF subscribers omitted.
! (Signed), LEWIS II. GRAHAM.
! Notary Public
! !, the undersigned recorder Of mortgages
| IN and for the Parish OF Orleans, state Of
| and foregoing act OF Incorporation Of the
I Bird Motor Car Company Ltd. was this
day duly recorded In my ONCE In Book lll9,
| folio 203