The herald. [volume] (New Orleans, La.) 1905-1953, 1913-04-10
February 10, 1913.
CHARTER
OF LOUISIANA HEALTHATORIUM,
INC"

Be il known, that on this nineteenth day
OF the month of February, in the year OF
our Lord nineteen hundred and thirteen,
before me- Clifford VI. Eustis notary pub
lie in and for the parish of Orleans, state
OF Louisiana, duly commissioned and quail
fed and 10 the presence OF the witnesses
hereinafter named and undersigned person
ally came and appeared the persons whose
names are hereunto subscribed, all above the
full age Of majority, who seyerally declared
that, ayailing themselves of the provisions OF
the laws of the state of Louisiana, relative
TO the rganiZation Of corporations, they
have covenanted and agreed and do, by these
presents, contract, covenant and agree, binu
and obigate themselves, as well as such
persons who may hereafter become assOci-
ated with them, to form and constitute a
corporation and body polite In law for the
objects and purposes hereinafter stipulated
and under the following conditions, Nhlch
they hereby adopt as their charter, to-Wtl:
ARTICLE |.
The name and title OF this corporation
shall be Louisiana Healthatorlum, lncor-
pOrated" Its domicile shall be in the city
Of New Orleans, state OF Louisiana, and u
shall have and enjoy succession by us cor
porate name for a period Of ninety years
from the date hereof.
authority to contract, sue and be sued In It's
corporate name; to make and use corpor-
ate seal; to hold, receive lease, acquire ana
purchase real and personal property, also
10 lease or suitcase, rent mortgage or pledge
real and personal property and 90 borrow
money and issue bonds, notes and other OBJ
legations, and shall exercise all OF the pow
ers and privileges granted by law 10 cor
porations Of a similar nature.
ARTICLE III.
All citations or other legal process shail
be served upon the president OF this cor
pOratiOn, and in the event OF his absence
or inability 10 act, upon the vice president,
or IN the event of the absence or Inability
10 act Of both, on the secretary -treasurer
thereof.
The objects and purposes for which this
corporation is organized, and the nature or
the business to be carried on by 1t are here
by declared to be:
To engage in the business Of and carry
on, in the city Of New Orleans and elsewhere.
a Sanitarium for the care and treatment or
all diseases, III health, inhrmities, etc. IN
conformity with the provisions OF the con
stituted health and sanitary laws OF this
city and state to maintain and operate
gymnasium and baths, physical culture APP
parati, electrical appliances and otherwise,
for the use and treatment Of patients; and
TO do and perform everything necessary and
proper or related thereto.
ARTICLE ".
The capital stock OF this corporation Is
hereby fixed at the sum of ten thousand
dollars S1O,0O00OD, TO be divided into four
hundred (4O0) shares of the par value of
twenty-five dollars ($25.00) each the said
shares shall be issued at par, fun paid and
worcestershire, and which shall be paid for
in cash, or It's 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 this
corporation at the book value. This offer
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 right
TO dispose of same on the open market.
This corporation shall be authorized TO
commence business as soon as three thou
sand dollars Of Its capita. stock shall have
been subscribed for.
ARTICLE V.
All OF the corporate powers OF this cor
porati0n shall be vested in and exercised by
board OF five directors, who shall be stock
holders. Three directors shall constitute
quorum for the transaction of any busi-
ness. The board Of directors shall be vested
with full power and authority TO make all
contracts, purchases and sales and adopt all
bylaws, rules and regulations for the gov
eminent OF the business and affairs Of this
corporation and alter, amend and change the
same at pleasure; to appoint, hire and dis
charge all officers, agents and employees, nix
all salaries, and generally do and perform
all things necessary In the transaction of
the business and affairs Of the corporation.
Any vacancy occurring In said board shall
be filled by the stockholders in the manner
as provided for in the election of directors.
The first board Of directors of this cor
poratlon shall consist of Frederick w. Gaul-
d.. L.
Clarence Weems and Charles A. Chandler
with Frederick w. Gaulden as president,
Malcolm i. Pardee, as vice-president, and
Charles A. Chandler as secretary:treasurer
Monday Of January, 1914, or until their
successors are duly elected and qualified.
On the second Monday Of January, 1914,
directors lire shall be held at the office Of this
corporation, under the supervision Of three
commissioners to be appointed by the presl.
dent and the directors then elected shall
take their seats Immediately and shall hold
once until their successors are duly elected
and qualified.
Each board shall elect its own Officers
which shall consist Of president, vice
president and a secretary-treasurer.
All corporate elections shall be by ballot,
and a majority of the votes cast shall elect,
and each share Of stock shall be entitled to
one vote, either in person or by proxy.
Written notice Of elections shall be given
to each stakeholder by the secretary-tre
urer, at least ten days prior to elections.
The board Of directors shall have the pow
for cash, or In payment for services or labor
rendered or done for the corporation, or for
property actually received by the corporation.
ARTICLE vi.
The secretary-treasurer shall keep a set
OF books showing the daily receipts and dis
bursements Of the funds Of this corporation
and shall make daily deposits Of receipts
in such bank or banks to be designated by
ers Issued against the funds Of this corpora
ton shall be signed by the president and
by the secretary-treasurer.
ARTICLE VII.
This act of Incorporation may be changed,
altered, modified or amended, or this corpor-
alton dissolved, with the assent of three
fourths OF the stock present or represented
at any general meeting of stockholders con-
vened for that purpose, after thirty days
prior notice Of such meeting shall have been
given by publication in one of the daily
newspapers published In the city of New
Orleans, by three publications during said
period, and such changes as may be made In
reference to the capital stock shall require
In addition ten days notice In writing to
each stakeholder.
Whenever this corporation Is dissolved
either by limitation Of its charter, or by or
from any other cause, Its affairs shall be
pointed from among the stockholders, at a
meeting thereof convened for that purpose
after ten days prior notice shall have been
given by the secretary treasurer to each
stakeholder. Said commissioners shall re-
main In once until the affairs OF said cor
poration shall have been fully liquidated. In
case OF death OF any commissioner the sur
vivors or survivor shall continue to act.
ARTICLE TX.
No stakeholder OF this corporation shall
ever be held liable or responsible for the
contracts or faults thereof In any further
sum than the unpaid balance due to the cor
poration on the shares of stock owned by
In organization hereof have the effect of rem
derfng this charter null, or Of exposing any
stcckholder to any liability beyond such un-
paid balance on his stock.
Thus done and passed In my Office. In the
city OF New Orleans, state aforesaid, on the