The herald., 1913-06-12

and In acquiring and bringing about the pur-
chase of the property, rights and franchises,
aforesaid; also for cash or in instruments
Of such amount 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, as in its judgment
may seem fair and proper. This corpora
tiOn shall begin business as soon as three
thousand C$3.OO0.OO) dollars Of its stock
shall have been subscribed.
Article Y.-,All the powers Of this COrpO-
ration shall De 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. Tn" 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 to be appointed
| by the board of directors, and, in the alb
| senCe of any commissioner the president
shall have the power to ill the place by ap-
| 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 TO- days notice shall
| he given by mailing TO each stakeholder who
appears as such on the books OF the cOrpO-
ration at his last designated address or TO
| the general delivery at New Orleans, If he
/ 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 fill all
vacancies that may occur on the board. Fail
| IRE to elect directors on the day above speci-
| fed 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 at the first meet
| ing following an annual election shall elect
| from their number a president, a vice preSi-
whom shall be stockholders, and such other
officers as the board shall deem necessary.
The board of directors shall have the
power TO make and establish well as alter
and amend all bylaws, rules and regula-
tons necessary and proper for the support
and management of the business and affairs
charter.
The said board shall have full power and
authority to borrow money through its pres
ident or some other duly authorized agent or
agents; to execute mortgages and issue
notes, bonds or other obligations In such a
manner and on such terms as in their iudg-
ment may be advantageous, and generally TO
do all the things necessary for the proper
carrying on Of the business of said corpora
ton; also to issue and deliver full paid
shares of stocks and bonds or other Obliga-
tiohs OF the SAID corporation In payment Of
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 stockholders
to be held under this charter, the board OF
directors shall be composed OF l. T. Rhea,
Jr., J. G. Werner. G.. A. Hogsett II. H. Hog
sett and James u. Hayward. Jr., with l. T.
Rhea as president, J d. Hayward, Jr.. as
vice president and 4. lIOpSptt
ltary and treasurer.
Article VI.-Whenever this corporate
shall be dissolved by limitation or otherwise
its affairs shall he liquidated by three COM
misSioners elected by the stockholders at a
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 of
said corporation. The surviving commits
Sioner or commissioners shall have power 10
nil any vacancy that may occur
Article VII.-Ths act Of Incorporation
may be altered, amended or modified, or the
said corporation may be dissolved with the
assent of three-fOurths of the capital stock
represented at special meeting called for
such purpose, after notice TO such effect
shall have been published In one of the dali
newspapers of New Orleans once a week for
the period of thirty DAYS and after a notice
shall have been mailed to each stakeholder OF
meeting
No stakeholder shall ever be held liable NJ
responsible for the acts of this corporation
in any further amount than the unpaid bal
ance due on the shares of stock owned by
him. nor shall any lnfOrmalty in this char
, ter expose the stockholders to any liability
than the said unpaid balance
In order that this charter may also serve
as the original subscription list the sub
ScriberS hereto have set opposite to their
names the number of shares of stock sub
scribed by each of them.
Thus dome and passed. In my office. In the
city OF New Orleans, in the presence OF
Frank VIM. Hart and Fred. II. Dienes, com
petent witnesses, who have signed theil
names with the said appearers and me. no
tary, on the day, month and year first abov,
written, after reading OF the whole
(Original signed) I. T. Rhea, Jr, G.. A
Hogsett, r. III. HogSett ]. II. Haywood Jr
IWitnesses) Frank VIM. Hart Fred III
Dienes. GUSTAV r. WEsTFELpT. JR
Notary Public
|, the undersigned recorder OF mortgages
In and for the parish of Orleans, state o
louisiana do hereby certify that the abov
r and foregoing act of Incorporation of tn
American Gas & OIL Corporation was thi
day duly recorded in my office in book loss
folio =.
New Orleans May 9th. 1913.
(Original signed)
EMILE J. LEONARD, by. r.
3 true copy
GUSTAV r. WEsTfELDr. JR.,
. may 10 % % jun 5 10 ' '"0"'