The herald., 1913-06-05

and In acquiring and bringing about the pur-
chase of the property. rights and franchises,
aforesaid; also for cash or In fnstallments
Of such amount as the board OF directors
may determine also for merchandise re-
ceived or services actually rendered to this
corporation. The board of directors, as
hereinafter created, Is especially authorized
to dispose OF the stock OF this corporation
In whole or in part, for any and all OF the
purposes above stated in Its judgment
may seem fair and proper. This corpora
tlon shall begin business as soon as three
| thousand (S3, 900 OOj dollars of its stock
shall have been subscribed.
Article N.-All the powers OF this cOrpO-
ration shall be vested in and exercised by
| the board Of directors, composed of five 90
stockholders, and any three OF whom shall
constitute quOrum for the transaction Of
business. The said board Of directors shall
be elected annually on the first Tuesday In
May of each year. The first election TO be
| held in the year 1914.
All elections shall be by ballot at the Of
| fee of the corporation under the supervision
| of three 90 commissioners 10 be appointed
| by the board of directors, and, in the alb
| Sence of any commissioner, the president
| shall have the power TO fill the place by APP
pOintment, and all elections as well as meet
ingS of stockholders, except for the purpose
| of liquidation or dissolution, or as otherwise
| required by law, ten tlOl days notice shall
| be given by mailing 10 each stakeholder who
| appears as such on the books OF the cOrpo-
| ration at his last designated address or "a
has not designated his address, an announce
ment stating the time and place of the
meeting. Each stakeholder shall be entitled
to one vote for each share of stock standing
in his name on the books of the corporation
cast in person or by proxy and the majority
Of the votes cast shall elect. The board OF
directors shall have the power TO I'LL al
vacancies that may occur on the board. Fail
ure TO elect directors on the day above spec
fled shall not dissolve the corporation, but
the directors then in office shall remain In
office until their successors are elected and
qualified. Due notice of another election
shall forthwith be given, as above provided
Such notice Of election shall be continued
until an election Is held.
| The board Of directors a the first meet
ing following an annual election shall elect
from their number a president, a vice preSi
dent, a secretary and a treasurer all OF
whom shall be stockholders, and such Other
officers as the board shall deem necessary.
The board of directors shall have tn,
power to make and establish as well as alter
and amend all bylaws, rules and regula
tiOns necessary and proper for the support
and management of the business and affairs
| OF this corporation, not inconsistent with IL
charter.
The said board shall have full power anG
authority to borrow money through its pres
ident or some other duly authorized agent OF
agents: to execute mortgages and ISSUE
notes, bonds or other obligations In such
manner and on such terms as in their judg
ment may be advantageous. and generally tC
do all the things necessary for the proper
carrying on OF the business Of said corpora
ton: also to issue and deliver full paiC
shares Of stocks and bonds or other Obliga
lions of the said corporation in payment o.
the money borrowed or money labor ser
vices, property or rights actually received by
the said corporation, as heretofore set forth
Until the next meeting of the stakeholder,
TO be held under this charter, the board o
directors shall be composed of |. 7. Rhea
Jr.. J. Z. Werner. G.. ~ Hogsett X. III. Hog
Sett and James D. Hayward, Jr with l. T
| aS I'd II q,
ylce-preSident. and G. \. Hogsett score
tary and treasurer.
Article VI-Whenever this corporation
shall be dissolved by limitation or otherwiS
its affairs shall be liquidated by three com
miSSiOners elected by the stockholders al
meeting called for that purpose, as herein
after provided, and said commissioners shall
have full power to act in all matters apper
tanning to the winding up of the affairs o
said corporation. The surviving commits
siOner or commissioners shall have power 4
fill any vacancy that NAV occur
Article VII.-This act of incorporation
may be altered, amended or modified, or tn
said corporation may be dissolved with tn
assent of three-fOurths of the capital stOc
represented at a special meeting called 70
such purpose, after notice TO such effec
J shall have been published in one of the dali
newspapers of New Orleans once a week 70
the period of thirty days and after a motto
shall have been mailed to each stakeholder o
record at least forty days prior to sue
meeting.
| NO SlOCRnOlder snail ever he held liable o
responsible for the acts OF this cOrpOratlo
in any further amount than the unpaid ba
: ance due on the shares OF stock owned b
him, nor shall any infOrmalty in this char
ter expose the stockholders to any liabiIit
than the said unpaid balance.
In order that this charter may also serv
as the original subscription list the sui
scribers hereto have set opposite 10 thei
names the number Of shares of stock sui
scrihed by each of them
Thus done and passed in my Office In tn
city OF New Orleans, in the presence G
Frank VIM. Hart and Fred. ii. Dienes CON
lpetent witnesses, who have signed thei
names with the said appearers and me, M
tary. on the day. month and year first aboy
written. after reading OF the whole.
(Original signed) I. T. Rhea, Jr, c. .,
l1ogsett X. III. Hogsett. ]. H. Haywood j
IWttnesses) Frank VIM. Hart, Fred +
Denes. GUSTAV X. WESrFELDT' In
Notary PubE
/, the undersigned, recorder of mortgage
In and for the parish OF Orleans. state {
) Louisiana. do hereby certify that the aboy
, and foregoing act of Incorporation of III
American Gas & Oil Corporation was tn
day duly recorded In my Office in book los
folio =
New orleans. May 9th. 1913.
Original signed)
A true copy:
GUSTAV R. WEsTfELDT, JR.
{ lSeal) ~ Notary Publ
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