The herald., 1913-05-01

the board OF directors, to the other stock
| holders. in proportion to their respective
| holdings. at a price not in excess Of the
! book value as of the date Of such offer, and
| II any stakeholder refuses TO purchase, the
| others shall have the right TO buy the same
in proportion to their respective holdings;
| IL all the stockholders refuse to buy then
said stock may be sold TO any one.
| This corporation shall begin business as
| soon as three thousand dollars (S3,0OO.OOD
of the capital stock is subscribed for, which
| amount is hereby declared TO be subscribed.
| Article V.-All the corporate powers Of
| this corporation and the management and
| control of its business shall be vested in and
| exercised by board of directors to be com
| posed of three members, majority of whom
| cause for which vacancies may be declared
| on said board. No person shall be eligible as
| member of the board Of directors unless
stakeholder Of this corporation. The fol
| lowing persons shall constitute the first
| board of directors, viz: Joseph 4. TroXler.
| Louis A. TrOxler and Lawrence q. Mercer.
/ with the said Joseph \. Troxler as presi-
| dent-treaSurer, Lawrence g. Mercer as vice
| shall constitute quorum for the tranSac-
| tiOn Of all business. and their decision shall
| be valid corporate acts. \ majority vote Of
| the directors present shall decide all ques-
| tiOns voted upon. The board Of directors
| shall elect from among its members its own
| officers. follows: \ president. who shall
| also be the treasurer, a vice-president and
| secretary. The board Of directors shall have
| the power TO determine the manner and the
| president and Louis 4. TrOXler, as scCrc-
| tary Said board Of directors shall con
| tinue in office until the second Friday in
| January. 1914. on which day and annually
thereafter, board Of directors shall be
| elected by ballot for the term Of one year.
| Such election shall be held under such rules
| and regulations as may be provided by the
| board OF directors. Any failure from any
| cause whatever, TO elect a board of direc-
tors on the day named shall not dissolve the
| corporation, but the board OF directors then
| in office shall hold over until their success
| SorS are chosen. At every election and meet
| ing of the stockholders the vote shall be by
ballot, and each share Of stock shall be en-
| titled to one vote, to be east by the owner
! in person or by written proxy. The stock
| holders receiving a majority OF the votes
| cast shall be declared elected as the board
| Of directors. Any vacancy occurring on
| said board shall BE- filled by the remaining
| directors by the appointment of some quail
| fled stakeholder who shall serve until his
| successor Is elected at the annual election.
| The board Of directors shall have the right
| to appoint and discharge such managers.
| clerks. agents and other employees as may
| be deemed Necessary or eXpcdicnt and 10
| make. change and amend all bylaws rules
| and regulations for the proper conduct and
mana cement of the affairs. business and
concerns OF said corporation. not in conflict
with this charter or the laws of this state
! provided. that the president may suspend
any employee. in his discretion. pending the
| action Of the board of directors.
D.
| legations Of this corporation shall be signed
| by the PRESIDENT treasurer.
| Any officer or director may he removed by
| a majority vote of the stockholders.
| When all the directors consent thereto. the
notices otherwise required for holding meet
| ingS may De dispensed with.
| Article NI.-MectinCS may he called at
| the pleasure Of the president, or upon the
written consent Of a majority of the stock
holders. Except as otherwise nrovided in
| this act. or by law. all questions submitted
at any stockholders meeting shall he de
| cided by a majority of the stock voted at
| said meeting.
All meetings of the stockholders. whether
| general or special, shall he held only after
| ten days written notice TO each stakeholder
Such notice shall be signed by the president
| or secretary, and shall be sen; 20 each stock
| holder bv mail. directed to him at his last
known place of residence. The said notice
| may he waived by the unanimous consent of
| all the stockholders.
Article Vino stakeholder shall be held
| liable or responsible for the contracts debts
| faults or defaults. of said corporation in
| any further sum than the unpaid balance
| due the corporation on the shares of stock
owned by him. nor shall any mere infor-
mallty in organization have the effect of
| rendering this charter null. or of exposing
a stakeholder to any liability beyond the
amount remaining unpaid on his subscrip
tiOn to the stock.
Article NIII.-This act of incorporation
may he amended, altered. changed or modi-
ned. or said corporation may be dissolved
by three fourths vote of the capital stock
represented at general meeting of the
STOCKHOLDERS convened for that purpose. af-
ter ten days notice, as prescribed in Arti-
Gle vi of this charter. ANY change made
or proposed with reference to the capital
STOCK shall he made in accordance with
tne laws or this state. on the subject OF
altering the capital stock of CORPORATE
Article IN.-Whenever this corporation Is
dissolved. either by limitation or otherwise
us anairs shall be liquidated under the su-
Dpry1SiOO of tlrpp liuuida to h
90 from amongst the stockholders. at a gen
eral meeting of the stockholders convened
after due notice, as required by Article VI
or this charter. Said liQuidators shall re-
main in Office until the affairs of said cor
poration shall have been fully liUidated
ana any vacancy occurring in their number
sna srt oe hlled by the remaining liquidators.
Inc subscribers hereto have respectively
written opposite their names the amount of
stock owned by them in this corpora tion. So
that the act of Incorporation may also
corporation. " '"'
=. Thus done and passed. in my office. ar
New Orleans. aforesaid in the presence OF
aiphonse J. Plicque and Thomas j. Woods,
witnesses both of lawful age and domiciIi
ated in this city, who sign these presents
together with the parties and me. notary
the o. gay and date first aforesaid
or' UIisihai signed: Names of subscribers
Woods. l. Dc
A. ]. PETERS. Notary Public.
the Undersigned recorder OF mortgages
ia ana Tor the parish of Orleans state of
LOUISIANA, do hereby certify that the above
ana foregoing act of incorporation of tho
iroxler Brothers and Mercer. Inc. was this
aaH duly recorded In my Office in book loss
iollS $40. New Orleans, April 90. 1913,
tSignedD EMILE ]. LEONARD n p
true copy of the original on file and nf
record In my notaral Office VI
New Orleans, La, April 20. 1913.
A J; PETERS, Notary Public.
may L 10 % 30 June =