The herald., 1913-02-20
ACT OF INCORPORATION


OF THE NATIONAL REFRIGERATOR &I
FIXTURE co.
UNITED STATES OF AMERICA, STATE
OF LOUISIANA, PARISH OF ORLEANS,
CITY OF NEW ORLEANS.
Be IL known, that on this twenty-eighth
day of the month of January in the year
of our Lord, one thousand nine hundred and
thirteen and Of the independence or the
United States of America the one hundred
and thirty y-seventh, before me, Emile POmeS,
a notary public, duly commissioned and quail
flied, in and for this city and the parish of
Orleans therein residing and In the pres
ence of the witnesses hereinafter named and
undersigned, personally came and appeared
The persons whose names are hereuntO sub
scribed who declared: that availing them
selves of the laws of this state relative to
the organization Of corporations, and partic-
ularly to Act No 1S Of the General Assem-
bly, of the state of Louisiana, for the session
of 1904, they have covenanted and agreed.
and do by these presents covenant and
agree, to bind. form and constitute them
selves, as well as such other persons as may
hereinafter join or become associated with
them into a corporation and body polite in
law, for the objects and purposes, and under
the agreements and stipulations following,
tO-wit:
The name and title Of this corporation
shall be the National Refrigerator Fix
ture Company" and under that name and
title shall have and enjoy all the rights
and privileges granted by law to corpora
tions it shall exist for a period of ninety
nine years from the date hereof, and shall
have the power to contract, sue and be sued
in its corporate name; to make and use
corporate seal; to hold, receive, purchase,
convey, mortgage, hypothecate, assign, trans
fer and pledge, property real, personal or
mixed, to borrow money and to issue bonds,
notes and other obligations; TO have and to
employ such officers, directors, managers
agents or other employees as the interest and
convenience of said corporation may require,
and TO make and establish such bylaws.
rules and regulations for the proper man
agement and control of the affairs of the
said corporation as may be deemed neces-
sary and expedient
ARTICLE H.
The domicile of this corporation shall be
In the city of New Orleans, state OF LouiSi-
ana, and all citation or other legal process
his absence upon the secretary of the cor
poratiOn or upon the vice-president thereof.
ARTICLE Ill
The objects and purposes of this corpOr-
alton, and the nature OF the business to be
carried on by it, are hereby declared to be
the manufacture of refrigeratOrs, show cases,
fixtures, furniture and all kinds of wood
work the buying and selling of same; the
acting as agent for the buying and selling
of any goods or merchandise connected or
incidental with their said business.
ARTICLE ".
The capital stock of this corporation is
lprpDy nNen at SIX InOuS1nu COLLARS lSO,-
900 O0) represented by shares of the par
value of one hundred dollars (S100.OO) each,
and this corporation shall begin business
when five thousand dollars (S5,O0O.OO) OF
the said capital stock shall have been sub
scribed to and paid for.
ARTICLE V.
All the corporate powers OF this corpora
tion and the management and control OF Its
affairs, shall be vested in and exercised by
the board of directors, composed of three
stockholders, a majority of whom shall con-
stitute a quorum in the transaction OF bus
iness.
ARTICLE VI.
The directors of said corporal tion shall be
elected annually at a meeting of the stock
holders to be held on the third Monday of
January Of each year. At a meeting of the
stockholders, each stockhOlder shall be en-
| titled in person or by proxy, to one vote Tor
each share of stock owned by him. All
meetings Of stockholders and elections shall
| be held under such rules and regulations and
after such notice as the board Of directors
shall adopt The board of directors thus
elected shall continue in office for one year
and until their successors shall have been
| duly elected and qualified, and on failure
| to elect directors on the date specified II
| shall not dissolve this corporation nor i'm
pair its corporate management. Any va.
| cancy occurring in said board of directors
/ from any cause whatsoever, shall be hlled
by the remaining directors for the unexpired
| term.
The board Of directors at its first meeting
shall after its election elect from their mum
ber a president vice-president and secretary
| treasurer. One person may hold one oI
more of these offices.
| The board of directors may from time
| to time appoint all such officers, agents and
| employees, as il may deem necessary for the
/ purposes and business of said corporation
| The board OF directors shall have the power
| to fix and define the duty OF every oI1cer anC
| employe and all such officers and employees
shall hold Office and employment at the pleas
ure of the said board.
| The board of directors shall make and
establish, as well as alter and amend any
and all bylaws, rules and regulations nee
i essary and proper, in its Judgment, for the
conduct, support and management Of the
| business and affairs of said corporation.
| ARTICLE VII.
Until the first meeting to be held on th'
| third Monday OF January, 1914, the follow
ing named persons shall constitute the frs
board of directors, viz: Henry Wendell, Sr.
| president; John G. Wendell, vice-president
and Louis A. Wendell secretary-treasurer.
/ ARTICLE Will
No stockholder shall. ever be held liable
| or responsible for the contracts, debts, fault:
i and defaults of said corporation, nor shall
/ any mere informality in its organization
| have the effect Of rendering this charter null
or exposing the stockholders to any liabilit!
| beyond the unpaid balance on the shares o.
stock owned by him.
/ ARTICLE TX.
+ Whenever this corporation shall be dis
| solved, either by limitation or ofherwlSe, II
affairs shall be liquidated by two commits
sioners, TO be appointed by the stockholder
Il at general meeting held for that purpose
i Said commissioners shall remain In offic
until the affairs of said corporation shall
have been fully liquidated, and in the even
i of the death of one of said commissioners
the survivor shall complete the liquidation
i Thus done and passed, in my Office at tn
! city OF New Orleans, on the day, month an
year herein first above written in the pres
ence Of Messrs. Geo. G.. Delvaille and A
Casey, competent witnesses who have here
unto signed their names with the said ap
pearers and me- notary, after due readin
Of the whole.
Original signed Henry Wendell, Sr., Johl
G.. Wendell, Louis A. Wendell.
IL Witnesses Geo. G.. Delvaille, Ant. Casey
EMILE PONIES, Not Pub.
;. 1, the undersigned, Recorder of Mortgages
in and for the parish of Orleans, state o
Louisiana, do hereby certify that the abov
and foregoing act of Incorporation, of tn
National Refrigerator and Fixture Co. wa
this day duly recorded In my Office, in boo
10SS, folio 81.
New Orleans. January %, 1913.
(Signed) EMILE LEONARD, by. Gil
EMILE PONIES, Not. Pub.
feb 13 20 81 march 13 20