The herald. [volume] (New Orleans, La.) 1905-1953, 1913-03-20

to the organization of corporations, ING!
have covenanted and agreed ana DO, py t MS |
Dresepts contract, covenant ana agree uLnu
and obligate themselves, as wen as SUI
persons who may hereafter become assocl-
atqd with them, to form and constitute
corporation and body polite IN Jaw IoI t tn6
objects and purposes hereinafter slipuiaaiioHH
ana under the following CONDITIONS Mni|h
they hereby adopt as their charter, to-WI'
ARTICLE l..
The name and title Of this corporation
shall be Louisiana Healthatorluln, lhe ~
narrated" lis domicile shall be in the city
of New Orleans, state of Louisiana, anu II
shall have and enjoy succession by us Col
porate name for period OF nlnety-hlhe year
from the date hereof. - ,I
authority TO contract, sue and be sued IN us
corporate name; 10 make ana use CO.. pr POI
ATE seal to hold, receive, lease, acquire duu
purchase real and personal property, as
| Ia lea or suitcase, rent mortgage or pledSe
real and personal property ana 10 poIIO"
money and issue bonds, notes ans other oD
legations and shall exercise an OF lne p cor
erS and privileges granted ny ia" ~ 'OA
| porations of a similar nature
ARTICLE III.
| All citations or other legal process ShalI
| h. served upon the president of TINS cor
/ ,oration and in the event OF his absence
| or inability TO act, upon the ce-prcSiuSnl,
| or in the event of the absence or lnaDllty
| TO act of both. on the secretary-treaSuIel
| thereof. ,,,y,,,, n,
| The objects and purposes Tor when lhls
| CORPORATION is organized and the nature ol
! the business TO be carried on by II are mere
To engage in the business Of and carry
on. in the city Of New orleans and elsewhere,
! a Sanitarum for the care ana treatment oI
all diseases, Ill health, lnnrmltles' cue, Il!
/ conformity with the provisions OF the con
| stituted health and sanitary laws or thls
! city aud state: TO maintain and operate
! gvmna stun and baths, physical culture ap-
1fa,a. NJ A
for the use and treatment of patients; and
to do and perform everything necessary ana
proper or related thereto
The capitaI stock OF this corporation is
hereby liked at the sum of ten thousand
! dollars CSlO.OOOOO), to be divided into -FOUR
hundred (IOOD shares of the par value OF
twenty-five dollars (S20.OO) each the SAID
shares shall be issued at par, full paid and
| worcestershire. and which shall be paid Tor
in cash. or its equivalent, at the time OF
subscription.
| Each stakeholder who desires TO sell his
stock. or any part thereof must first give
written notice TO the corporation of such de
sire, and allow same to be purchased by TINS
corporation at the book value. This oncT
| must be accepted by this corporation after
ten DAYS of such written notice, and in the
event this corporation does not accept SAID
offer at the end of said specified time, then
the holder of said stock shall have the rlSh'
TO dispose of same on the open market.
This corporation shall be authorized tC
commence business as soon as three thou
sand dollars of its capital stock shall nave
been subscribed for.
/, All of the corporate powers OF this cor
: ! pOration shall be vested in and exercised 10y
a board of five directors, who shall be stock
holders. Three directors shall constitute !
quorum for the transaction or any DuSl
ness The board Of directors shall be vested
with full power and authority to make al
contracts, purchases and sales and adopt al
bylaws. rules and regulations ror the sSS
eminent of the business and AFFAIRS OF tnl
/, corporation and alter, amend and change m
same AT pleasure; to appoint, hire ana DIS
: charge all officers, agents and employees, IL
: all salaries, and generally do and perform
i all things necessary in the transaction o
{ the business and affairs Of the corporation
Any vacancy occurring in said board sinai
be filled by the stockholders in the manne
: as provided for in the election of directors
The first board Of directors of this cor
poration shall consist of Frederick w Gaul
= den, J. Barr Jordan, Malcolm |. Pardee
| Clarence Weems and Charles \. Chandler
with Frederick W. Gaulden as president
r Malcolm |. Pardee, as vice-president an,
Charles A. Chandler as secretary-treasurer
: who shall hold their offices until the secon'
! Monday of January, 1914, or until ihei
u successors are duly elected and qualihed.
On the second Monday Of January, 1915
and annually thereafter, an election 70
directors shall be held at the office or thl
+ corporation, under the supervision OF thre
= dent and the directors then elected shal
9 take their seats Immediately and shall hol
once until their successors are duly electe
!, and qualified
u Each board shall elect its own officer:
= which shall consist of n president, vice
president and secretary-treaSurer:
!, All corporate elections shall be by ballo
= and a majority of the votes cast shall elec
q and each share of stock shall be entitled
, one vote, either in person or by proxy.
u Written notice of elections shall be give
!, to each stakeholder by the secretary-trea:
= urer at least ten days prior to elections.
Z The board Of directors shall have the pow
{ er to issue full paid stock Of this corporatio
II for cash, or in payment for services or laDo
Il rendered or done for the corporation, or 10
:! property actually received by the corporation
, ARTICLE VI.
The secretary-treasurer shall keep s.
l. | of books showing the daily receipts and oil
= bursements of the funds of this corporatlo
~ and shall make daily deposits OF receipt
a in such bank or banks to be designated 3
VI the board of directors. All checks or voucl
u, ers issued against the funds Of this corpori
= tion shall be signed by the president an
: | by the secretary-treasurer.
:; ARTICLE VII.
:, This act of Incorporation may be change
], altered, modified or amended, or this corpo
~ alton dissolved, with the assent OF tire
~ fourths of the stock present or representt
~ at any general meeting OF stockholders co
~ vened for that purpose. after thirty day
~ prior notice Of such meeting shall have bee
70 given Dy publication IN one Ol the ud
~ newspapers published in the city of Ne
- Orleans, by three publications during sa
!, period, and such changes as may be made
u reference to the capital stock shall requi
in addition ten days notice In writing
y, each stakeholder.
a. ARTICLE VIII
- Whenever this corporation Is dissolve
- 1 either by Limitation of its charter, or by
Us from any other cause, Its affairs shall
rs li1udated by three commissioners to be a
y pointed from among the stockholders, at
en- meeting thereof convened for that purpo
ny after ten days prior notice shall have be
''' given by the secretary treasurer to ca
stakeholder Said commissioners shall
~, main in office until the affairs Of said c.
IN poration shall have been fully liquidated.
vi, case of death of any commissioner, the 81
ed ylvors or survivor shall continue to act.
,al ARTICLE TX.
, oG No stakeholder of this corporation sh
re ever be held liable or responsible for
u! contracts or faults thereof In any furtf
rs sum than the unpaid balance due to the c.
ng poration on the shares of stock owned
an him or her, nor shall any mere INFORMAL
Or In organization hereof have the effect of r,
ne dering this charter NULL or of exposing a
ne stakeholder to any liability beyond such
paid balance on his stock.
IL Thus done and passed in my office, In
an city OF New Orleans, state aforesaid, on
% day, month and year hereinbefore first WI
ttnne ten In the presence Of William j. Hold
Iue and John L. Feliu, competent witnesses,
az lawful age and residents of this city, "
ing with the said parties and me. notary pub
the after due reading OF the whole.
Original signed: Charles a. Chandler
-, others. Witnesses John l.. Feliu and W.
ISL Holden.
as c. NJ. EUSTIS, Not Pub