The herald. [volume] (New Orleans, La.) 1905-1953, 1913-09-18
CHARTER
OF SEIDEI-GROSZ MANgFACTTRINt
COMPANY.
UNITED STATES OF AMERICA STATE
or DUISL\NA. PARISH OF OR
TEANS ,'ITN nIs NI'W nIgIEA\S


BE- it known. That on this 10Th day Of
the month of September, in the year one
thousand, nine hundred and thirteen, before
me. Herman Michel, a notary public, duly
commissioned and qualified in and for the
parish of Orleans, State OF Louisiana, there
in residing, and in the presence of the wit
neSSes hereinafter named and undersigned,
personally came and appeared the several
persons whose names are hereunto subscribed
VINO Scverally declared that aVailinE them
selves of the privilege of the laws Of the
State of Louisiana relative 10 the formation
OF corporations, they nave coN"nanted ana
agreed, and by these presents do covenant
and agree and bind and Obli-ate themselves
as well as all such persons as may hereafter
become associated with them, To form and
constitute a body corporate in law for the
objects and purposes and under the StipulI-
tons and provisions following. to-wit:
ARTICLE The name and title of this
corporation shall be the SEIDEL-GROSI
MANUFACTURING COMPANY. and under
that name ii shall have and enjoy all the
rights privileges and advantages granted 10y
law TO corporations. and shall have the
right, power and authority 10 enjoy success
sion and corporate existence for and during
the full period II ninety nine years from
this date, unless sooner dissolved in the
manner hereinafter provided for. Said cor
pOration shall have the power and authority
to contract; 10 sue AM Ice sued; To max"
and use a corporate seal, and the same 10
break, alter or amend AT pleasure; 10 hold.
receive, purchase, convey, deliver, mort
gage. hypOthecatc and pledge any real or
personal property, and TO issue notes and
other obligations. negotiable Instruments, or
other evidences of debt 10 have and employ
such managers, agents and other employees
as the interest and convenience Of said cor
pOratiOn may require or demand. and to
make and establish such bylaws rules and
regulations for The corporate management
and control of It's affairs as from time Ia
| time may be deemed eNpedcnt or necessary.
| ARTICLE 1.-THE dUmicile Of this cOrpO-
ration shall he in the City of New Orleans.
parish of Orleans, State of Louisiana, and
/ all citations and other legal process shall
| be served upon the president. and in his alb
sence upon the vice prcSido and in the ali
sence of both. upon the Secr"tary-trcasurer.
ARTICLE III.-The objects and purposes
for which this corporation is established, and
the nature Of the business 10 be 10y it carried
on. are hereby declared TO be To do a general
contracting business, building and construct
ing of wagons, carriages, bugEieS. automu-
bileS, or repairing same. and in general to
buy and sell merchandise and do any and
all character and nature of business that re-
fcrS to the blackSmithing or manufacturing
of articles necessary in carrying the
business OF blaCkSmiths and wheelwriShts.
and 10 buy, sell, lease or otherwise deal in
all machinery useful or appurtcnant TO said
purposes, and generally to do and engage in
any other business. undertaking or enter
prise connected with, growing out Of or incl
dental TO any of the objects hereinbefore set
forth
ARTICLE IV.-Thc capital stock Of this
corporation is hereby fixed at the sum of
three thousand dollars tS3.000.0Ol divided
into and represented by thirty 800 shares
of the par value of one hundred $500 OOb
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 non aSseSSable. and
no transfer of said stock shall he binding
on said corporation unless recorded on it,
books. No holder of stock in this corpora
tion shall sell his stock to any person unit
he has first offered il to the board of direc
tors of said corporation at its then boob
value, and 1t shall be optional for this cor
pOration to refuse TO recognize any transfer
Of stock made in violation of this provision
This corporation shall be going concern
as soon as three thousand (S3.OOO.OOD dol
lars Of its capital stock shall have been sub
scribed and paid for as hereinbefore pro
vided.
ARTICLE V.-4All the powers Of thi,
corporation shall be vested in and the man
agement and control Of its affairs shall b.
exercised by board of directors TO be com
posed of three stockholders. any two o
whom shall constitute quorum for tn,
transaction of the business of this corpora
tion. The first board of directors shall b.
composed of Bennett w. Seidel, John G.
Grosz and Louis Kaul. The officers of frs
board shall be selected by the saiC
board of directors before their first meet
ing, who shall select a president. a vice
= president and a secretary treasurer. Sale
board of directors and officers shall serv,
and remain in Office until the 18th of Sep
TENDER. and on which date annually there
. after the board of directors shall be eecte,
n by the stockholders at meeting called 70
J that purpose. All directors and officer
shall hold office until their successors ar
elected and qualified and any failure to elec
D directors shall not be regarded as forfeit
. ure of this charter. In the election of di
D rectors, each stakeholder shall be entitled {,
one vote for each share of stock held by him
which must be cast either in person or b.
L duly authorized proxy, and the majority o
, votes cast shall elect. Any vacancy occur
. ring in the board of directors may be file
r by the remaining directors for the unexpire
term. At the first meeting of the board o
directors after their election and qualifica
, tion they shall elect from among their nun
Der president yice-president and a secrt
t tary treasurer.
ARTICLE vI-AIl the meetings of tn
5. stockholders shall be called by written NJ
tlce, mailed to the last known address q
- each stakeholder. not less than thirty day
befroe the date fixed for such meeting III
. less said notice has been waived In writin
I, by the stockholders.
q ARTICLE VII.-This act Of incorporate
9 may be amended, modified, changed or a
>; tered, or this corporation may be dissolve
d, with the assent Of the stockholders hOldin
u and owning three-fourths of the capiti
stock thereof who may be present or repr
sented at a general meeting of the stool
/. holders convened for that purpose, and
, which due notice has been given. Whel
l. ever this corporation shall be dissOlve
either by Limitation or from any 9th,
- cause. It's affairs shall he liquidated by thr'
(3) commissioners to be appointed for thu
purpose from among the stockholders, at
meeting of the stockholders convened Il
that purpose said commissioners shall r
main in office until the affairs of said co
poration shall be fully and finally liquidate
Any vacancy occurring among the liquid
tors, from any cause whatsoever, shall
o. filed by the remaining commissioners.
=, ARTICLE VIIl.-NO stakeholder shall ev
- be liable or responsible for the contracts
8. faults Of this corporation in any furth
sum than the unpaid balance due by him
3. the SHARES of stock subscribed TO or own
III by him. nor shall any mere informality
the organization Of this corporation ha
mt the effect Of rendering this charter null
-. of exposing the stockholders to any furth
IT, liability than the unpaid amount which m
n be due on his stock subscription. The Il
80 of subscribers hereto annexed shall serve
sr, the original subscription list of this corpOr
- ton.
H. Thus done and passed in my nOtarial
m fee in the city Of New Orleans, In the pr
enee of Messrs. Otto T. Hasenkampf and
Is don s. Lazarus, competent witnesses OF la
- full age and residents OF this city and pi
iuI ish. who have hereunto subscribed tn
IN names together with the said appearers a
me- notary, after due reading OF the who
Rl (Signedl Bennett ". Seidel. IA shares
III 800: John g. GrOsZ. IA shares at SIC
Louis Kaul shares at 800 witnesses
onJ Eldon s. Lazarus and Otto T. Hasenkamp
II III. MICHEL, Not. Pub
II ! l. the undersigned. recorder Of mOrtga
N In and for the parish of Orleans, State
louisiana do hereby certify that the alb
ar1 and foregoing act of Incorporation OF
"Seidel- GrOsz Manufacturing Company
)ei,l this day duly recorded in my office in b
It Il