The herald. [volume] (New Orleans, La.) 1905-1953, 1913-04-17
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 NJ. Eustis, notary pub
lie in and for the parish Of Orleans, state
of Louisiana, duly commissioned and quail
ned, and in 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 severally declared
that, availing themselves OF the provisions of
the laws OF the state Of Louisiana, relative
to the organization of corporations, they
have covenanted and agreed and do, by these
presents, contract, covenant and agree, bind
and obllgate themselves, as well as such
persons who may hereafter become assocl-
ated with them, to form and constitute a
corporation and body polite IN law TOT tne
objects and purposes hereinafter stipulated
and under the following conditions, which
they hereby adopt as their charter, to-wt:
ARTICLE /.
The name and title OF this corporation
shall be Louisiana Healthatorium, lncor-
porated." Its domicie shall be in the city
Of New Orleans, state OF Louisiana, ana II
shall have and enjoy succession by Its cor
porate name for period Of ninety-nine years
from the date hereof.
This corporation shall have power and
authority TO contract, sue and be sued IN us
corporate name to make and use corpor-
ate seal to hold, receive, lease, acquire and
purchase real and personal property, also
10 lease or suitcase, rent mortgage or pledge
real and personal property and 10 borrow
money and issue bonds, notes ans other OD-
legations, and shall exercise all OF the pow oy
ers and privileges granted by law 10 cor
porations Of a similar nature
ARTICLE H.
All citations or other legal process shaIl
be served upon the president or THIS cor
poration, and in the event or his absence
or inability TO act, upon the vice-pTesident
or In the event of the absence or lnaDlIlty
TO act of both, on the secretary-treaSuref
thereof.
The objects and purposes for which TINS
and hn n
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 OF
all diseases, Ill health, inhrmities, etc. IN
conformity with the provisions OF the CON
stituted health and sanitary laws OF TINS
city and state; to maintain and operate a
gymnasium and baths, physical culture APP
parati, electrical appliances and otherwise,
for the use and treatment OF patients; ana
TO do and perform everything necessary ana
proper or related thereto.
ARTICLE w.
The capital stock Of this corporation Is
hereby fixed at the sum OF ten thousand
dollars $500 0O), TO be divided into four
hundred 400 shares of the par value OF
twenty-five dollars ($25.OO) each the sal1
shares shall be Issued at par, full paid and
worcestershire, and which shall be paid for
in cash, or its equivalent, at the time OF
subscription.
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 oner
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 soon as three thou-
sand dollars of its capital stock shall have
been subscribed for.
All Of the corporate powers OF this cor
poration shall be vested In and exercised by
a board Of five directors, who shall be stock
holders. Three directors shall constitute a
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 ToT t9 nf g iSs
corporation and alter, amend and change the
same at pleasure; to appoint, hire and as
charge all officers, agents and employees, nx
all salaries, and generally do and perform
all things necessary In the transaction OF
the business and affairs OF the corporate
Any vacancy occurring In said board shall
be filed by the stockholders In the manner
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 l.. Pardee,
Clarence weems and Charles A. Chandler
with Frederick W. Gaulden as president,
Malcolm /. Pardee, as vice-president and
n.
who shall hold their Offices until the second
Monday OF January, 1914, or until their
successors are duly elected and qualified.
On the second Monday Of January, 1914,
directors shall be held at the Office OF this
corporation, under the supervision OF three
dent and the directors then elected shall
take their seats Immediately and shall hold
ottce until their successors are duly elected
and qualified.
Each board shall elect its own officers
which shall consist Of a president, vice
president and 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 giver
TO each stakeholder by the secretary-treas
urer, at least ten days prior to elections.
The board of directors shall have the pow
er to issue full paid stock OF this corporation
for cash, or In payment for services or Aabol
rendered or done for the corporation, or fol-
ARTICLE vi.
The secretary treasurer shall keep a SCI
of books showing the daily receipts and, dis
bursements Of the funds Of this corporation
and shall make daily deposits Of receipts
The Soard of affections sbecks or voncS
ers issued against the funds Of this corpora
tion shall be signed by the president ant
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 Representa-,
at any general meeting Of stockholders con
vened for that purpose, after thirty days
prior notice OF such meeting shall have beef
given by publication in one of the dali
newspapers published In the city Of New
Orleans, by three publications during sal,
period, and such changes may be made Il
reference to the capital stock shall requir
In addition ten days notice In writing {,
each stakeholder.
ARTICLE VIII.
Whenever this corporation Is dissolved
either by limitation Of its charter. or by o.
from any other cause, Its affairs shall b.
liquidated by three commissioners to be ap
pointed from among the stockholders, at
meeting thereof convened for that purpos
after ten days prior notice shall have beer
given by the secretary-tre to eacl
stakeholder. Said commissioners shall re
main In office until the affairs of said cor
poration shall have been fully liquidated. II
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 tn
contracts or faults thereof In any furthe
sum than the unpaid balance due to the cor
poration on the shares of stock owned b,
him or her, nor shall any mere inforI1alitl
In organization hereof have the effect of rem
dering this charter null, or of exposing an,
stockhoider to any liability beyond such IN
paid balance on his stock.
Thus done and passed In my Office In tn
city OF New Orleans state aforesaid, on tn
nd